Enduro Metals Announces C$2 Million Private Placement
The Company intends to use the net proceeds of the Offering for continued exploration and development of the large 688 km 2 Newmont Lake project, located in the heart of British Columbia's prolific Golden triangle, and general corporate purposes and working capital.
Each NFT Unit will consist of one common share of the Company and one-half of one common share purchase warrant of the Company (each whole common share purchase warrant, a "Warrant"). Each Warrant will entitle the holder thereof to acquire one common share of the Company (a "Warrant Share") at a price of C$0.22 per Warrant Share for a period of 24 months from the closing date.
The Offered Securities will be offered (i) in each of the Provinces of Canada and (ii) to eligible purchasers resident in jurisdictions other than Canada that are mutually agreed to by the Company and the Agent, each acting reasonably, provided that no prospectus filing or comparable obligation arises and the Company does not thereafter become subject to continuous disclosure obligations in such jurisdictions.
The Offered Securities may also be offered and sold in the United States to Qualified Institutional Buyers (as defined in Rule 144A under the United States Securities Act of 1933, as amended (the "1933 Act")) and to a limited number of "accredited investors" (as defined in Rule 501(a) of Regulation D under the 1933 Act), in each case by way of private placement pursuant to an exemption from the registration requirements of the 1933 Act and pursuant to any applicable securities laws of any state of the United States. Any Offered Securities offered and sold in the United States shall be issued as "restricted securities" (as defined in Rule 144(a)(3) under the 1933 Act).
An amount equal to gross proceeds from the sale of the FT Shares will be used by the Company to incur eligible "Canadian exploration expenses" that will qualify as "flow-through mining expenditures" as such terms are defined in the Tax Act and "BC flow-through mining expenditures" as defined in the Income Tax Act (British Columbia) (the "Qualifying Expenditures") related to the Company's projects in British Columbia, Canada on or before Dec. 31, 2026. All Qualifying Expenditures will be renounced in favor of the subscribers effective December 31, 2025.
The Offering is expected to close on or before August 7, 2025 (the "Closing Date"), and is subject to the Company receiving all necessary regulatory approvals, including the approval of the TSX Venture Exchange. The Offered Securities and the Warrant Shares will be subject to a hold period under Canadian securities laws of four months following the Closing Date. The Company may pay finder's fees to arm's length parties for services rendered in respect of the Offering. The finder's fee will consist of a cash fee equal to 6% of the gross proceeds from the sale of NFT Units and FT shares to third parties sourced by the finders, and finder's warrants equal in number to 6% of the NFT Units and FT Shares sold to third parties sourced by the finders. Each finder's warrant will be exercisable into one common share of the Company at an exercise price of C$0.18 per share for a period of 12 months from the date of closing.
About Enduro Metals
Enduro Metals is an exploration company focused on its Newmont Lake Project; a total 688km 2 property located within the heart of British Columbia's Golden Triangle. Building on prior results, Enduro Metals' geological team has outlined multiple deposit environments of interest across the Newmont Lake Project including high-grade epithermal/skarn gold along the McLymont Fault, copper-gold alkalic porphyry mineralization at Burgundy, and newly discovered copper-gold porphyry mineralization at North Toe/Andrei.
On Behalf of the Board of Directors of Enduro Metals Corporation
" Robert Cameron"
Chief Executive Officer
For further information, please contact:
Robert Cameron, CEO
Tel: +1 (778) 989-1501
Email: cameron@endurometals.com
www.endurometals.com
Forward-Looking Statements
This news release contains statements that constitute "forward-looking statements". Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause Enduro's actual results, performance or achievements, or developments in the industry to differ materially from the anticipated results, performance or achievements expressed or implied by such forward-looking statements. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words "expects," "plans," "anticipates," "believes," "intends," "estimates," "projects," "potential" and similar expressions, or that events or conditions "will," "would," "may," "could" or "should" occur. Forward-looking statements in this news release include statements concerning the Parties' expectation with respect to the de-listing of the Commander Shares and the expectation that Commander will apply to cease to be a reporting issuer.
Although Enduro believes the forward-looking information contained in this news release is reasonable based on information available on the date hereof, forward-looking statements by their nature involve assumptions, known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.
THE FORWARD-LOOKING INFORMATION CONTAINED IN THIS NEWS RELEASE REPRESENTS THE EXPECTATIONS OF ENDURO AS OF THE DATE OF THIS NEWS RELEASE AND, ACCORDINGLY, IS SUBJECT TO CHANGE AFTER SUCH DATE. READERS SHOULD NOT PLACE UNDUE IMPORTANCE ON FORWARD-LOOKING INFORMATION AND SHOULD NOT RELY UPON THIS INFORMATION AS OF ANY OTHER DATE. WHILE ENDURO MAY ELECT TO, NEITHER OF THEM UNDERTAKES TO UPDATE THIS INFORMATION AT ANY PARTICULAR TIME EXCEPT AS REQUIRED IN ACCORDANCE WITH APPLICABLE LAWS.
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