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/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES. NOT AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES/
Yukon Metals Corp. (CSE: YMC, FSE: E770, OTC: YMMCF) (" Yukon Metals " or the " Company ") is pleased to announce that it has completed its previously announced "best efforts" agency based private placement of C$10.0 million, plus a C$1.2 million Agents' option, for a total of 20,409,090 units of the Company (the "Units ") at a price of C$0.55 per Unit for aggregate gross proceeds of approximately C$11.2 million, including the exercise of the Agents' option (the " Offering "). Each Unit consists of one common share of the Company and one-half of one common share purchase warrant (each whole common share purchase warrant, a " Warrant "). Each Warrant entitles the holder thereof to purchase one common share of the Company at a price of C$0.80 until April 9, 2028.
"The completion of this financing takes Yukon Metals' treasury to C$17 million, strengthening our ability to advance our key exploration efforts," said Rory Quinn, President and CEO of Yukon Metals. "This season, our team will focus on three high-priority drill targets – Star River, AZ, and Birch. We are grateful for the support of our shareholders, whose investment is instrumental in unlocking the exploration potential of our property portfolio."
The Offering was co-led by Cormark Securities Inc. and Canaccord Genuity Corp. (together, the " Agents "). The Agents received a cash commission equal to 6.0% of the gross proceeds of the Offering, other than with respect to Units issued to purchasers identified by the Company (the " President's List ") on which the cash commission was generally reduced to 3.0% of the gross proceeds and, in some cases, further reduced or waived entirely, or increased to up to 6.0% as agreed by the Company and the Agents. As additional consideration for their services, the Agents were also issued compensation warrants (the " Compensation Warrants ") equal to 6.0% of the number of Units issued pursuant to the Offering, other than with respect to Units issued to purchasers on the President's List for which no Compensation Warrants were issued. Each Compensation Warrant entitles the holder thereof to subscribe for one common share of the Company at a price of C$0.55 until April 9, 2028.
The Company intends to use the net proceeds from the Offering for working capital and general corporate purposes, including a drilling campaign on its AZ, Birch and Star River properties.
The securities issued in connection with the Offering which were not issued pursuant to the listed issuer financing exemption under Part 5A of National Instrument 45-106 – Prospectus Exemptions , including the Compensation Warrants, are subject to a hold period of four months and one day from the closing of the Offering, in accordance with applicable Canadian securities laws, expiring on August 10, 2025.
One insider of the Company acquired 20,699 Units and as such the Offering is considered a "related party transaction" as defined under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (" MI 61-101 "). The Company has relied on exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of the insider's participation in the Offering, as such participation does not exceed 25% of the Company's market capitalization. The Company will file a material change report in respect of the completion of the Offering. However, the Company did not file such a material change report 21 days prior to closing of the Offering as the participation of insiders of the Company in the Offering had not been confirmed at that time.
The securities described herein have not been and will not be registered under the United States Securities Act of 1933, as amended, or any U.S. state securities laws, and may not be offered or sold in the United States absent registration or available exemptions from such registration requirements. This press release does not constitute an offer to acquire securities in any jurisdiction.
About Yukon Metals
Yukon Metals is well financed and represents a property portfolio built on over 30 years of prospecting by the Berdahl family, the prospecting team behind Snowline Gold's portfolio of primary gold assets. The Yukon Metals portfolio consists primarily of gold-silver, copper-gold and critical metals assets. The Company is led by an experienced Management Team and Board of Directors with technical, finance and Territory expertise.
Yukon Metals is focused on fostering sustainable growth and prosperity within Yukon's local communities, while simultaneously enhancing stakeholder value. Our strategy centers around inclusivity and shared prosperity, offering both community members and investors the chance to contribute to, and benefit from, our ventures.
The Yukon
The Yukon ranks 10 th most prospective for mineral potential across global jurisdictions according to the Fraser Institute's 2023 Survey of Mining Companies, and is host to a highly experienced and conscientious local workforce, fostered by a long culture of exploration coupled with deep respect for the land. Recent major discoveries with local roots such as Snowline Gold's Rogue Project - Valley Discovery, demonstrate the Yukon's potential to generate fresh district-scale mining opportunities.
" ON BEHALF OF THE BOARD OF Yukon Metals CORP. "
"Rory Quinn"
Rory Quinn, President & CEO
Email: roryquinn@yukonmetals.com
Phone: 604-366-4408
For additional information, please contact:
Kaeli Gattens
Vice President, Investor Relations & Communications
Yukon Metals Corp.
Email: kaeligattens@yukonmetals.com
Website: www.yukonmetals.com
CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION
This news release contains forward-looking statements and forward-looking information (collectively, "forward-looking information") within the meaning of applicable securities laws. Such forward-looking information includes, without limitation, statements regarding the use of proceeds from the Offering, shareholders' investment helping to unlock the exploration potential of the Company's property portfolio and future results of operations, performance and achievements of the Company. Wherever possible, words such as "may", "will", "should", "could", "expect", "plan", "intend", "anticipate", "believe", "estimate", "predict" or "potential" or the negative or other variations of these words, or similar words or phrases, have been used to identify the forward-looking information. These statements reflect management's current beliefs and are based on information currently available to management as at the date hereof.
Although the Company believes that such forward-looking information is reasonable, it can give no assurance that such expectations will prove to be correct. The Company cautions investors that any forward-looking information by the Company are not guarantees of future results or performance, and that actual results may differ materially from those in the forward-looking information as a result of various factors and risks, including, uncertainties with respect to obtaining all regulatory approvals to complete the Offering, uncertainties of the global economy, market fluctuations, the discretion of the Company in respect to the use of proceeds discussed above, any exercise of termination by counterparties under applicable agreements, the Company's inability to obtain any necessary permits, consents or authorizations required for its activities, to produce minerals from its properties successfully or profitably, to continue its projected growth, to raise the necessary capital or to be fully able to implement its business strategies, the Yukon having the potential to generate fresh district scale mining opportunities and other risks identified in its disclosure documents filed at www.sedarplus.ca. This news release is not, and is not to be construed in any way as, an offer or recommendation to buy or sell securities in Canada or in the United States. Although the Company believes the expectations expressed in such forward-looking information is based on reasonable assumptions, such statements are not guarantees of future performance and actual events, results and/or developments may differ materially from those in the forward-looking information. Readers should not place undue reliance on the Company's forward-looking information. The forward-looking information is made as of the date of this news release and the Company assumes no obligation to update or revise any forward-looking information to reflect new events or circumstances, except in accordance with and as required by applicable securities laws.
