Lux Metals Closes Acquisition of High-Grade Gold La Grande Project in Quebec and Final Tranche of $4 Million Private Placement
Lux Metals Corp. | TSXV: LXM | 604-678-5308 | [email protected]
Suite 1615 – 200 Burrard Street, Vancouver, BC, V6C 3L6 1
February 6, 2026
Lux Metals Closes Acquisition of High-Grade Gold La Grande Project in
Quebec and Final Tranche of $4 Million Private Placement
NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN
THE UNITED STATES
Vancouver, British Columbia, February 6, 2026 – Lux Metals Corp. (TSXV: LXM) (the “Company” or
“Lux”) is pleased to announce that, further to its news release dated November 11, 2025, it has exercised its
option (the “Option”) to acquire a 100% interest in the La Grande Project (“La Grande” or the “Project”),
a high-grade gold project located in the James Bay region of Québec (the “ Transaction”). The Company
acquired the Project pursuant to an option agreement between the Company and OVI Mining Corp. (formerly
La Pulga Mining Corp.) (“OVI”) dated November 10, 2025.
In consideration for the Transaction, the Company has issued OVI 15,125,477 common shares (the “Option
Shares”) at a deemed price of C$0.20 per Option Share.
The Transaction remains subject to final approval of the TSX Venture Exchange (“TSXV”). The Option Shares
are subject to a four-month and one day statutory hold period, in accordance with applicable securities laws.
Further information regarding the Project is disclosed in the Company’s news release dated November 11,
2025.
Final Tranche Private Placement Closing
The Company also announces that it has closed the second and final tranche (the “Second Tranche”) of its
previously announced $4 million non-brokered private placement (the “ Placement”) of units (each, a
“Unit”), through the issuance of 1,250,000 Units at a price of $0.20 per Unit, for total gross proceeds of
$250,000. Together with the 18,750,000 Units issued on January 26, 2026, at $0.20 per Unit, the Company
raised gross proceeds of $4 million through the issuance of 20,000,000 Units. Each Unit consists of one (1)
common share of the Company (a “Share”) and one (1) transferrable share purchase warrant, each warrant
exercisable into one additional Share at a price of $0.40 per Share for two years from issuance.
The gross proceeds from the Placement are anticipated to be used for exploration costs and general working
capital.
No finder’s fees were paid in connection with the Second Tranche . All securities issued under the Second
Tranche are subject to a four -month and one day statutory hold period, in accordance with applicable
securities laws.
Debt Settlement
The Company also announces that it has completed its previously announced debt settlement transactions with
certain non-arm’s length creditors of the Company (the “ Creditors”), pursuant to which the Company has
issued to the Creditors an aggregate of 535,000 Shares (the “Debt Shares”) at an issue price of $0.20 per Debt
Share in full and final settlement of accrued and outstanding indebtedness in the aggregate amount of $107,000
(the “Debt Settlement”).
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The Debt Shares are subject to a four-month and one day statutory hold period, in accordance with applicable
securities laws. The Debt Settlement remains subject to final approval of the TSXV.
As the Creditors are corporate entities owned and controlled by officers and directors of the Company, the
Debt Settlement was considered to be a "related party transaction" as defined under Multilateral Instrument
61-101 (" MI 61 -101"). Notwithstanding, the Debt Settlement was exempt from the formal valuation and
minority shareholder approval requirements of MI 61-101 as neither the fair market value of the Debt Shares
nor the consideration to be received for those securities, exceeded $2,500,000. The Company did not file a
material change report more than 21 days before the expected closing of the Debt Settlement, as the details of
the Debt Settlement were not settled and approved by the TSXV until shortly prior to the closing thereof and
the Company wished to close on an expedited basis for sound business reasons.
This news release does not constitute an offer to sell or solicitation of an offer to sell any securities in the
United States. The securities 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 or to U.S. Persons unless registered under the U.S. Securities Act and applicable state
securities laws or an exemption from such registration is available.
On Behalf of the Board of Lux Metals Corp.
Carl Ginn
President and Chief Executive Officer
For more information, please contact 604-678-5308 or [email protected]
Neither TSX Venture Exchange, the Toronto Stock Exchange nor their 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.
Cautionary Note regarding Forward-Looking Statements
This news release contains "forward -looking information" within the meaning of applicable Canadian securities
legislation. "Forward-looking information" includes, but is not limited to, statements with respect to activities, events or
developments that the Company expects or anticipates will or may occur in the future. Generally, but not always, forward-
looking information and statements can be identified by the use of words such as "plans", "expects", "is expected",
"budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", or "believes" or the negative connotation thereof
or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might"
or "will be taken", "occur" or "be achieved" or t he negative connotation thereof. Forward -looking information in this
news release relating to the Company include, among other things, statements relating to: the intended use of proceeds
from the Placement; and the receipt of final approval from the TSXV for the Placement, the Transaction, and the Debt
Settlement.
In making the forward-looking information in this release, the Company has applied certain factors and assumptions that
are based on the Company’ current beliefs as well as assumptions made by and information currently available to the
Company. including, without limitation, assumptions that: the Company will use the proceeds from the Second Tranche
as anticipated; that general business and economic conditions will not change in a materially adverse manner, that that
all requisite approvals for the Placement, the Transaction , and the Debt Settlement will be received, and all requisite
information will be available in a timely manner . Although the Company considers these assumptions to be reasonable
based on information currently available to it, they may prove to be incorrect, and the forward -looking information in
this release are subject to numerous risks, uncertainties and other factors that may cause future results to differ materially
from those expressed or implied in such forward-looking information, including but not limited to risks associated with:
the Company’ s ability to use the proceeds from the Placement as currently anticipated; general business and economic
conditions; and the timely receipt of all requisite approvals for the Placement, the Transaction , and the Debt Settlement
from TSXV .
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Readers are cautioned not to place undue reliance on forward -looking information. The Company does not assume the
obligation to revise or update this Forward-Looking Information after the date of this release or to revise such information
to reflect the occurrence of future unanticipated events, except as may be required under applicable securities laws.