Latest news with #NationalInstrument


Hamilton Spectator
2 days ago
- Business
- Hamilton Spectator
Surge Copper Announces Closing of $5.9 Million Private Placement and Provides Update on Concurrent Strategic Investment
Vancouver, British Columbia, July 29, 2025 (GLOBE NEWSWIRE) — Not for distribution to U.S. newswire services or dissemination in the United States Surge Copper Corp. (TSXV: SURG ) (OTCQB: SRGXF ) (Frankfurt: G6D2 ) ('Surge' or the 'Company') is pleased to announce that it has closed its previously announced non-brokered private placement (the 'Offering'), consisting of a total of 19,218,893 common shares (the 'Common Shares') at a price of $0.175 per Common Share and 9,433,963 charity flow-through common shares (the 'CFT Shares') at a price of $0.265 per CFT Share, for aggregate gross proceeds of approximately $5.9 million. The Offering was completed pursuant to the listed issuer financing exemption under Part 5A of National Instrument 45-106 - Prospectus Exemptions, as amended by Coordinated Blanket Order 45-935 - Exemptions from Certain Conditions of the Listed Issuer Financing Exemptions. The Common Shares and CFT Shares issued under the Offering were issued to purchasers resident in Canada (other than the province of Québec) and in other qualifying jurisdictions outside of Canada on a private placement basis pursuant to relevant prospectus or registration exemptions in accordance with applicable laws, and such Common Shares and CFT Shares are not subject to a hold period in Canada in accordance with applicable Canadian securities laws. The gross proceeds from the CFT Shares issued under the Offering will be used prior to December 31, 2026 for exploration expenditures that will qualify as 'Canadian exploration expenses' and 'flow-through critical mineral mining expenditures' within the meaning of the Income Tax Act (Canada) (collectively, the 'Qualifying Expenditures'). The Company will renounce all Qualifying Expenditures in favour of the purchasers of the CFT Shares, effective December 31, 2025. The net proceeds from the Common Shares issued under the Offering will be used to fund engineering, environmental, and early-stage permitting activities at the Company's Berg Project, as well as for general working capital purposes. These efforts are intended to support the anticipated completion of a Preliminary Feasibility Study ('PFS') and advancement into the Environmental Assessment ('EA') process. In connection with the Offering, the Company paid cash finder's fees totaling approximately $62,295 to EDE Asset Management Inc., Haywood Securities Inc., Canaccord Genuity Corp., Ventum Financial Corp., and Research Capital Corporation. Insiders of the Company subscribed for a total of 285,714 Common Shares under the Offering. The participation of insiders in the Offering constitutes a 'related party transaction', within the meaning of TSX-V Policy 5.9 and Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ('MI 61-101'). The Company has relied on the exemptions from the formal 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 related party participation in the Offering as neither the fair market value (as determined under MI 61-101) of the subject matter of, nor the fair market value of the consideration for, the Offering, insofar as it involved the interested parties, exceeded 25% of the Company's market capitalization (as determined under MI 61-101). The Company did not file a material change report in respect of the related party transaction at least 21 days before the closing of the Offering because insider participation had not been confirmed until shortly prior to closing of the Offering, and the shorter period was necessary in order to permit the Company to close the Offering in a timeframe consistent with usual market practice for transactions of this nature. Concurrent Strategic Investment Update As disclosed in the Company's July 9, 2025 news release, Surge is also undertaking a concurrent private placement of Common Shares (the 'Concurrent Private Placement') to a significant strategic investor who currently holds participation rights and has indicated an intention to increase their ownership to up to 19.9% of the Company's issued and outstanding shares. The Concurrent Private Placement is expected to raise up to $4.5 million and close in approximately four weeks, subject to customary conditions, including TSX Venture Exchange acceptance and foreign regulatory approvals. Common Shares issued under the Concurrent Private Placement will be subject to a statutory four-month plus one day hold period. Securities Law Notice This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful including any of the securities in the United States of America. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the '1933 Act') or any state securities laws and may not be offered or sold within the United States or to, or for account or benefit of, U.S. Persons (as defined in Regulation S under the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration requirements is available. About Surge Copper Corp. Surge Copper Corp. is a Canadian company that is advancing an emerging critical metals district in a well-developed region of British Columbia, Canada. The Company owns a large, contiguous mineral claim package that hosts multiple advanced porphyry deposits with pit-constrained NI 43-101 compliant resources of copper, molybdenum, gold, and silver – metals which are critical inputs to modern energy infrastructure and electrification technologies. The Company owns a 100% interest in the Berg Project, for which it announced a maiden PEA in June 2023 outlining a large-scale, long-life project with a simple design and high outputs of critical minerals located in a safe jurisdiction near world-class infrastructure. The PEA highlights base case economics including an NPV8% of C$2.1 billion and an IRR of 20% based on long-term commodity prices of US$4.00/lb copper, US$15.00/lb molybdenum, US$23.00/oz silver, and US$1,800/oz gold. The Berg deposit contains pit-constrained 43-101 compliant resources of copper, molybdenum, silver, and gold in the Measured, Indicated, and Inferred categories. The Company also owns a 100% interest in the Ootsa Property, an advanced-stage exploration project containing the Seel and Ox porphyry deposits located adjacent to the open pit Huckleberry Copper Mine, owned by Imperial Metals. The Ootsa Property contains pit-constrained NI 43-101 compliant resources of copper, gold, molybdenum, and silver in the Measured, Indicated, and Inferred categories. On Behalf of the Board of Directors 'Leif Nilsson' Chief Executive Officer For further information, please contact: Riley Trimble, Corporate Communications & Development Telephone: +1 604 639 3852 Email: info@ Twitter: @SurgeCopper LinkedIn: Surge Copper Corp Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release. This news release contains forward-looking statements, which relate to future events. In some cases, you can identify forward-looking statements by terminology such as 'will', 'may', 'should', 'expects', 'plans', or 'anticipates' or the negative of these terms or other comparable terminology. All statements included herein, other than statements of historical fact, are forward-looking statements, including but not limited to, the use of proceeds raised from the Offering, including without limitation the funding of engineering, environmental, and early-stage permitting activities at the Company's Berg Project and the completion of a PFS and advancement into the EA process, the size of the Concurrent Private Placement, the anticipated closing date of the Concurrent Private Placement, closing of the Concurrent Private Placement, including receipt of all necessary approvals required therefor. There can be no assurance that any future studies, including a PFS, will confirm the economic or technical viability of the Berg Project or result in a production decision. Further there can be no assurance that the Concurrent Private Placement will close as planned, or at all, nor that the allocation by the strategic investor will be as anticipated, and there can be no assurance that the proceeds of the Offering will be used as planned and further, there can be no certainty that the Company's objectives for its 2025 program will be as planned (including, without limitation, that the engineering, environmental, and early-stage permitting activities will support progress towards the anticipated completion of the PFS or EA readiness, or that the PFS and/or EA preparation will be completed), that the program will be completed within the timelines anticipated, or that the results (and technical deliverables) of such program will be as anticipated. These statements are only predictions and involve known and unknown risks, uncertainties, and other factors that may cause the Company's actual results, level of activity, performance, or achievements to be materially different from any future results, levels of activity, performance, or achievements expressed or implied by these forward-looking statements. Such uncertainties and risks may include, among others, risks of the Offering not closing as anticipated, or that funds raised will be insufficient to complete the Company's planned objectives, actual results of the Company's exploration activities, including without limitation, those for the 2025 program, being different than those expected by management, (including, without limitation, that the engineering, environmental, and early-stage permitting activities do not support progress towards the anticipated completion of the PFS and/or EA readiness, and that the PFS and/or EA preparation will be completed as planned), delays in obtaining or failure to obtain required government or other regulatory approvals, the ability to obtain adequate financing to conduct its planned exploration programs, inability to procure labour, equipment, and supplies in sufficient quantities and on a timely basis, equipment breakdown, and bad weather. While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect the Company's current judgment regarding the direction of its business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions, or other future performance suggestions herein. Except as required by applicable law, the Company does not intend to update any forward-looking statements to conform these statements to actual results.


Hamilton Spectator
3 days ago
- Business
- Hamilton Spectator
Hercules Metals Announces C$15 Million Financing
NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES TORONTO, July 28, 2025 (GLOBE NEWSWIRE) — Hercules Metals Corp. (TSX-V: BIG) (OTCQB: BADEF) (FRA: C0X) ('Hercules Metals' or the 'Company') is pleased to announce it has entered into an agreement with Canaccord Genuity Corp. ('Canaccord Genuity') and BMO Capital Markets (collectively with Canaccord Genuity, the 'Co-Lead Agents'), as co-lead agents and co-lead bookrunners, and on behalf of a syndicate of agents to be named (collectively with the Co-Lead Agents, the 'Agents'), pursuant to which the Agents will offer for sale up to 21,430,000 common shares in the capital of the Company (the 'Shares') at a price of C$0.70 per Share (the 'Offering Price'), on a brokered private placement 'best efforts' agency basis, for aggregate gross proceeds to the Company of up to C$15,001,000 (the 'Offering'). The Company has also granted the Agents an option exercisable at any time up to the closing of the Offering, to offer for sale up to an additional 3,214,500 Shares at the Offering Price, for additional gross proceeds of up to C$2,250,150. The Shares will be offered for sale by way of private placement pursuant to the listed issuer financing exemption under section 5A.2 of National Instrument 45-106 – Prospectus Exemptions , as modified by Coordinated Blanket Order 45-935 – Exemptions from Certain Conditions of the Listed Issuer Financing Exemption (the 'Listed Issuer Financing Exemption') in each of the Provinces of Canada (other than the Province of Quebec), and in the United States pursuant to exemptions from the registration requirements of the U.S. Securities Act, and in those other jurisdictions outside of Canada and the United States provided that no prospectus, registration statement or similar document is required to be filed or no ongoing reporting requirement or requisite regulatory or governmental approval arises in such other jurisdictions. The Shares issued under the Listed Issuer Financing Exemption will not be subject to a statutory hold period pursuant to applicable Canadian securities laws. The Company intends to use the net proceeds of the Offering for exploration and development of its 100% owned Hercules property in western Idaho (the 'Hercules Property'), and for general working capital purposes. The Offering is scheduled to close on or about August 14, 2025 and is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory and other approvals including the approval of the TSX Venture Exchange. There is an offering document relating to the Offering and the use by the Company of the Listed Issuer Financing Exemption that can be accessed under the Company's profile at and at . Prospective investors should read this offering document before making an investment decision. This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein in the United States. The securities described herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the 'U.S. Securities Act'), or any state securities laws, and may not be offered or sold within the United States unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration requirements is available. For Further Information Please Contact: Chris Paul CEO & Director Telephone +1 (604) 670-5527 Email: chris@ Greg DiTomaso Investor Relations Telephone: +1 (647) 243-4074 Email: gditomaso@ About Hercules Metals Corp. Hercules Metals Corp. (TSXV: BIG) (OTCQB: BADEF) (FRA: C0X) is an exploration company focused on developing America's newest porphyry copper district, in Idaho. The 100% owned Hercules Property located northwest of Cambridge, hosts the newly discovered Leviathan porphyry copper system, one of the most important new discoveries in the region to date. The Company is well positioned for growth through continued drilling, supported by a strategic investment from Barrick Mining Corporation. With the potential for significant scale, the Company's management and board of directors aims to build on its proven track record which includes the discovery and development of numerous precious metals projects worldwide. Caution Regarding Forward-Looking Statements This news release contains certain information that may be deemed 'forward-looking information' with respect to the Company within the meaning of applicable securities laws. Such forward-looking information involves known and unknown risks, uncertainties and other factors that may cause the Company'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 information. Forward-looking information includes 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 information contained in this news release may include, without limitation, statements regarding anticipated completion of the Offering, the proposed use of proceeds of the Offering, the expected TSXV approval of the Offering, and the execution of future exploration programs on the Hercules Property. Although the Company believes the forward-looking information contained in this news release is reasonable based on information available on the date hereof, by its nature, forward-looking information involves assumptions and known and unknown risks, uncertainties and other factors which may cause our actual results, level of activity, 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 information. Examples of such assumptions, risks and uncertainties include, without limitation, assumptions, risks and uncertainties associated with general economic conditions; adverse industry events; the receipt of required regulatory approvals and the timing of such approvals; that the Company maintains good relationships with the communities in which it operates or proposes to operate; future legislative and regulatory developments in the mining sector; the Company's ability to access sufficient capital from internal and external sources, and/or inability to access sufficient capital on favorable terms; the mining industry and markets in Canada and generally; the ability of the Company to implement its business strategies; competition; the risk that any of the assumptions prove not to be valid or reliable, which could result in delays, or cessation in planned work; risks associated with the interpretation of data; the geology, grade and continuity of mineral deposits; the possibility that results will not be consistent with the Company's expectations; as well as other assumptions risks and uncertainties applicable to mineral exploration and development activities and to the Company, including as set forth in the Company's public disclosure documents filed on the SEDAR+ website at . THE FORWARD-LOOKING INFORMATION CONTAINED IN THIS PRESS RELEASE REPRESENTS THE EXPECTATIONS OF HERCULES METALS AS OF THE DATE OF THIS PRESS 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 HERCULES METALS MAY ELECT TO, IT DOES NOT UNDERTAKE TO UPDATE THIS INFORMATION AT ANY PARTICULAR TIME EXCEPT AS REQUIRED IN ACCORDANCE WITH APPLICABLE LAWS. NEITHER TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.


Hamilton Spectator
22-07-2025
- Business
- Hamilton Spectator
ERAG Energie & Rohstoff AG Announces Acquisition of Shares of Belmont Resources Inc.
VANCOUVER, British Columbia, July 21, 2025 (GLOBE NEWSWIRE) — ERAG Energie & Rohstoff AG PCC (the 'Acquiror), a private investment a private investment holding company incorporated in Liechtenstein, announces that on July 17, 2025, the Acquiror, along with two joint actors HMS Bergbau AG ('HMS') and LaVo Verwaltungsgesellschaft MBH ('LaVo'), acquired Common Shares of Belmont Resources Inc. (TSX-V: BEA) (the 'Issuer'). The Issuer completed a private placement of Common Shares, issuing a total of 26,300,00 shares at a price of $0.045 per share for proceeds of $1,183,500 (the 'Private Placement'). Under the Private Placement, the Acquiror purchased 4,000,000 Common Shares, HMS purchased 15,000,000 Common Shares and LaVo purchased 7,300,000 Common Shares. The Private Placement was the second tranche of a larger private placement in which the Issuer issued a total of 30,300,000 Common Shares. Immediately prior to the closing of the Private Placement, the Acquiror held 14,000,000 Common Shares of the Issuer and HMS held 9,200,000 Common Shares of the Issuer, for a total combined holding of 23,200,000 Common Shares, representing approximately 21.8% of the Issuer's issued and outstanding Shares . As a result of the completion of the Private Placement, the Acquiror now holds 18,000,000 Common Shares, HMS holds 24,200,000 Common Shares and LaVo holds 7,300,000 Common Shares, for combined holdings of 49,500,000 Common Shares, representing approximately 37.4% of the Issuer's issued and outstanding Common Shares. The Acquiror, HMS and LaVo purchased Common Shares under the Private Placement for business and investment purposes. The Acquiror, HMS and LaVo may, depending on market and other conditions, increase or decrease their beneficial ownership of or control or direction over the Issuer's securities, whether in the open market, by privately negotiated agreements or otherwise, subject to a number of factors, including general market conditions and other available investment and business opportunities. The Acquiror has filed an Early Warning Report pursuant to National Instrument 62-103F1 The Early Warning System and Related Take-Over Bid and Insider Reporting Issues describing the above transaction with the applicable securities regulatory authorities. To obtain a copy of the early warning report filed by the Acquiror, please contact the Acquiror c/o Gritt Bürger at +41 79 214 1614 or refer to the Company's SEDAR+ profile at . ERAG Energie & Rohstoff AG PCC Concordanz Anstalt Austrasse 42 9490 Vaduz Liechtenstein Gritt Bürger, Director finance@


Malaysian Reserve
21-07-2025
- Business
- Malaysian Reserve
Group Eleven Announces C$5M Bought Deal Private Placement
/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/ VANCOUVER, BC, July 21, 2025 /CNW/ – Group Eleven Resources Corp. (TSXV: ZNG) (OTCQB: GRLVF) (FRA: 3GE) ('Group Eleven' or the 'Company') is pleased to announce that it has entered into an agreement with Cormark Securities Inc., as lead underwriter, on behalf of a syndicate of underwriters (collectively, the 'Underwriters') in connection with a 'bought deal' private placement for aggregate gross proceeds of C$5 million (the 'Offering'). The Offering will consist of the issuance and sale of 15,625,000 common shares of the Company (the 'Common Shares') at a price of C$0.32 per Common Share (the 'Issue Price'). The Company has granted the Underwriters an option, exercisable in whole or in part, at any time prior to closing of the Offering, to sell up to an additional 2,343,750 Common Shares at the Issue Price for additional gross proceeds of up to C$750,000. The Company intends to use the net proceeds from the Offering to expand the remaining funded exploration drill program at Ballywire from approximately 5,000m to approximately 25,000m, and for working capital and general corporate purposes, as described further in the Offering Document (as defined below). The Common Shares will be offered pursuant to Part 5A of National Instrument 45-106 – Prospectus Exemptions, as amended by Coordinated Blanket Order 45-935 – Exemptions from Certain Conditions of the Listed Issuer Financing Exemption (the 'Listed Issuer Financing Exemption') to purchasers in each of the provinces of Canada (other than the province of Quebec). The Underwriters will also be entitled to offer the Common Shares for sale in the United States pursuant to available exemptions from the registration requirements of the United States Securities Act of 1933, as amended, and in certain other jurisdictions outside of Canada and the United States provided it is understood that no prospectus filing or comparable obligation, ongoing reporting requirement or requisite regulatory or governmental approval arises in such other jurisdictions. The Common Shares issued under the Offering to Canadian subscribers will not be subject to a hold period in Canada. 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 news release does not constitute an offer to acquire securities in any jurisdiction. In addition to and concurrent with the Offering, the Company will be offering on a non-brokered basis, the number of Common Shares, on the same or substantially same terms as the Offering, to its pre-existing shareholder, Glencore Canada Corporation, to allow such shareholder to exercise its participation right and maintain its 15.2% ownership interest in the Company (the 'Non-Brokered Offering'). No commission or other fees will be paid to the Underwriters in connection with the Non-Brokered Offering. There is an offering document (the 'Offering Document') related to the Offering that can be accessed under the Company's profile at and the Company's website at https:// Prospective investors of Common Shares should read the Offering Document before making an investment decision. The Offering is expected to close on or about July 31, 2025, or on such other date as may be agreed to by the Company and the Underwriters, subject to compliance with applicable securities laws (the 'Closing Date'). Notwithstanding the foregoing, the closing must occur no later than the 45th day following the date of this news release. The Company will pay a fee in connection with the Offering comprised of (i) a cash commission equal to 6.0% of the aggregate gross proceeds of the Offering ('Cash Commission'), and (ii) an aggregate number of compensation warrants (each, a 'Compensation Warrant') equal to 6.0% of the aggregate number of Common Shares issued pursuant to the Offering. Each Compensation Warrant will be exercisable to acquire one Common Share at an exercise price equal to the Issue Price for a period of 24 months from the Closing Date, subject to adjustment in certain events. The Cash Commission payable to the Underwriters will be reduced to 3.0%, and no Compensation Warrants will be issued, with respect to certain purchasers identified on the Company's president's list. The completion of the Offering is subject to customary conditions, including, but not limited to, the negotiation of an underwriting agreement between the parties with respect to the Offering and the receipt of all necessary approvals, inclusive of the conditional acceptance of the TSX Venture Exchange. Qualified Person Technical information in this news release has been approved by Professor Garth Earls, Eur Geol, FSEG, geological consultant at IGS (International Geoscience Services) Limited, an independent 'Qualified Person' as defined under National Instrument 43-101 – Standards of Disclosure for Mineral Projects. About Group Eleven Resources Group Eleven Resources Corp. (TSX.V: ZNG; OTCQB: GRLVF and FRA: 3GE) is drilling the most significant mineral discovery in the Republic of Ireland in over a decade. The Company announced the Ballywire discovery in September 2022, demonstrating high grades of zinc, lead, silver, copper, germanium and locally, antimony. Key intercepts to date include: 10.8m of 10.0% Zn+Pb and 109 g/t Ag (G11-468-03) 10.1m of 8.6% Zn+Pb and 46 g/t Ag (G11-468-06) 10.5m of 14.7% Zn+Pb, 399 g/t Ag and 0.31% Cu (G11-468-12) 11.2m of 8.9% Zn+Pb and 83 g/t Ag (G11-3552-03) 29.6m of 10.6% Zn+Pb, 78 g/t Ag and 0.15% Cu (G11-3552-12) and 11.8m of 11.6% Zn+Pb, 48 g/t Ag (G11-3552-18) 15.6m of 11.6% Zn+Pb, 122 g/t Ag and 0.19% Cu (G11-3552-27) 12.0m of 1.4% Zn+Pb, 560 g/t Ag, 2.30% Cu and 0.17% Sb (25-3552-31), including 6.4m of 2.1% Zn+Pb, 838 g/t Ag, 3.72% Cu and 0.27% Sb (25-3552-31) 39.7m of 9.5% Zn+Pb, 131 g/t Ag and 0.27% Cu (25-3552-35) Ballywire is located 20km from Company's 77.64%-owned Stonepark zinc-lead deposit1, which itself is located adjacent to Glencore's Pallas Green zinc-lead deposit2. The Company's two largest shareholders are Michael Gentile (15.3%) and Glencore Canada Corporation (15.2% interest). Additional information about the Company is available at ON BEHALF OF THE BOARD OF DIRECTORSBart Jaworski, Executive Officer Cautionary Note Regarding Forward-Looking Information This press release contains forward-looking information ('forward-looking statements') within the meaning of applicable securities legislation. Such statements include, without limitation, statements regarding the closing of the Offering, the timing of the closing of the Offering, the use of proceeds from the Offering, the receipt of regulatory approvals and future results of operations, performance and achievements of the Company, including the Company drilling the most significant mineral discovery in the Republic of Ireland in over a decade. Although the Company believes that such statements are reasonable, it can give no assurance that such expectations will prove to be correct. Forward-looking statements are typically identified by words such as: believe, expect, anticipate, intend, estimate, postulate and similar expressions, or are those, which, by their nature, refer to future events. The Company cautions investors that any forward-looking statements by the Company are not guarantees of future results or performance, and that actual results may differ materially from those in forward looking statements as a result of various factors, including, but not limited to, variations in the nature, quality and quantity of any mineral deposits that may be located. All of the Company's public disclosure filings may be accessed via and readers are urged to review these materials, including the technical reports filed with respect to the Company's mineral properties. Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. 1 Stonepark MRE is 5.1 million tonnes of 11.3% Zn+Pb (8.7% Zn and 2.6% Pb), Inferred (Apr-17-2018) 2 Pallas Green MRE is 45.4 million tonnes of 8.4% Zn+Pb (7.2% Zn + 1.2% Pb), Inferred (Glencore, Dec-31-2024)


Hamilton Spectator
21-07-2025
- Business
- Hamilton Spectator
Skeena Files Early Warning Report Regarding TDG Gold Corp.
VANCOUVER, British Columbia, July 21, 2025 (GLOBE NEWSWIRE) — Skeena Resources Limited (TSX: SKE, NYSE: SKE) ('Skeena Gold & Silver', 'Skeena' or the 'Company') reports that it has filed an early warning report under National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues in connection to its shareholdings in TDG Gold Corp. (TSXV: TDG) ('TDG'). On July 14, 2025, Skeena acquired 6,666,667 Shares of TDG for an aggregate purchase price of C$4,000,000, or C$0.60 per Share, as back-end purchaser from several sellers that acquired the Shares in connection with an offering of flow-through Shares of TDG (the 'Share Purchase'). The Share Purchase was completed in connection with a broader 'bought deal' financing pursuant to which TDG issued (i) 17,150,000 non-flow-through Shares; (ii) 13,455,000 non-critical mineral charity flow-through Shares and (iii) 7,705,000 critical mineral charity flow-through Shares (the 'Offering'). Concurrently with the Offering, TDG closed an acquisition of Anyox Copper Ltd. ('Anyox'), pursuant to an amalgamation agreement date June 16, 2025 (the 'Acquisition', and together with the Share Purchase and the Offering, the 'Transactions'). Pursuant to the Acquisition, TDG acquired all of the outstanding common shares of Anyox in exchange for 54,559,565 Shares. Immediately prior to the Transactions, Skeena owned and controlled a total of 23,000,000 Shares, representing approximately 12.78% of the issued and outstanding Shares of TDG. As a result of and immediately following the Transactions, Skeena owned and controlled a total of 29,666,667 Shares of TDG, representing approximately 10.88% of the issued and outstanding Shares of TDG. The acquisition of the Shares was for investment purposes. Skeena may from time to time acquire additional securities of TDG, dispose of some or all of the existing or additional securities or may continue to hold its Shares. TDG's head office is located at Unit 1 - 15782 Marine Drive, White Rock, BC V4B 1E6 Canada. To obtain a copy of the early warning report filed under applicable Canadian securities laws in connection with the transactions hereunder, please see TDG's profile on the SEDAR+ website at . About Skeena Skeena is a leading precious metals developer that is focused on advancing the Eskay Creek Gold-Silver Project – a past producing mine located in the renowned Golden Triangle in British Columbia, Canada. Eskay Creek will be one of the highest-grade and lowest cost open-pit precious metals mines in the world, with substantial silver by-product production that surpasses many primary silver mines. Skeena is committed to sustainable mining practices and maximizing the potential of its mineral resources. In partnership with the Tahltan Nation, Skeena strives to foster positive relationships with Indigenous communities while delivering long-term value and sustainable growth for its stakeholders. On behalf of the Board of Directors of Skeena Gold & Silver, For further information, please contact: Galina Meleger Vice President Investor Relations E: info@ T: 604-684-8725 W: X / Facebook / LinkedIn / Instagram Skeena's Corporate Head office is located at Suite #2600 – 1133 Melville Street, Vancouver BC V6E 4E5 Cautionary note regarding forward-looking statements Certain statements and information contained or incorporated by reference in this news release constitute 'forward-looking information' and 'forward-looking statements' within the meaning of applicable Canadian and United States securities legislation (collectively, 'forward-looking statements'). These statements relate to future events or our future performance. The use of words such as 'anticipates', 'believes', 'proposes', 'contemplates', 'generates', 'targets', 'is projected', 'is planned', 'considers', 'estimates', 'expects', 'is expected', 'potential' and similar expressions, or statements that certain actions, events or results 'may', 'might', 'will', 'could', or 'would' be taken, achieved, or occur, may identify forward-looking statements. All statements other than statements of historical fact are forward-looking statements. Specific forward-looking statements contained herein include, but are not limited to, statements regarding the progress of development at Eskay, including the construction budget, schedule and required funding in respect thereof; the timing for and the Company's progress towards commencement of commercial production; and the results of the Definitive Feasibility Study, processing capacity of the mine, anticipated mine life, probable reserves, estimated project capital and operating costs, sustaining costs, results of test work and studies, planned environmental assessments, the future price of metals, metal concentrate, and future exploration and development. Such forward-looking statements are based on material factors and/or assumptions which include, but are not limited to, the estimation of mineral resources and reserves, the realization of resource and reserve estimates, metal prices, taxation, the estimation, timing and amount of future exploration and development, capital and operating costs, the availability of financing, the receipt of regulatory approvals, environmental risks, title disputes and the assumptions set forth herein and in the Company's MD&A for the year ended December 31, 2024, its most recently filed interim MD&A, and the Company's Annual Information Form ('AIF') dated March 31, 2025. Such forward-looking statements represent the Company's management expectations, estimates and projections regarding future events or circumstances on the date the statements are made, and are necessarily based on several estimates and assumptions that, while considered reasonable by the Company as of the date hereof, are not guarantees of future performance. Actual events and results may differ materially from those described herein, and are subject to significant operational, business, economic, and regulatory risks and uncertainties. The risks and uncertainties that may affect the forward-looking statements in this news release include, among others: the inherent risks involved in exploration and development of mineral properties, including permitting and other government approvals; the receipt and timing of the environmental assessment certificate,; changes in economic conditions, including changes in the price of gold and other key variables; changes in mine plans and other factors, including accidents, equipment breakdown, bad weather and other project execution delays, many of which are beyond the control of the Company; environmental risks and unanticipated reclamation expenses; and other risk factors identified in the Company's MD&A for the year ended December 31, 2024, its most recently filed interim MD&A, the AIF dated March 31, 2025 the Company's short form base shelf prospectus dated March 19, 2025, and in the Company's other periodic filings with securities and regulatory authorities in Canada and the United States that are available on SEDAR+ at or on EDGAR at . Readers should not place undue reliance on such forward-looking statements. Any forward-looking statement speaks only as of the date on which it is made and the Company does not undertake any obligations to update and/or revise any forward-looking statements except as required by applicable securities laws.