NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
MONTREAL, May 11, 2026 (GLOBE NEWSWIRE) -- Amex Exploration Inc. (TSXV: AMX) (FSE: MX0) (OTCQX: AMXEF) (“Amex” or the “Company”) is pleased to announce that as a result of excess demand, it has amended its previously announced agreement with National Bank Financial Inc. and MDCP Securities Limited (together, the “Co-Lead Agents”), as joint bookrunners and co-lead agents, on behalf of a syndicate of agents (collectively, the “Agents”), in connection with a “best efforts” private placement offering under the LIFE Exemption (as defined herein) for up to 9,661,000 common shares of the Company (the “Common Shares“) at a price of $4.50 per Common Share (the “Offering Price”) for aggregate gross proceeds of up to $43,474,500 (the “LIFE Offering“).
The Agents have also been granted an option, exercisable in full or in part up to 48 hours prior to the Closing Date (as defined herein), to sell up to an additional 1,449,150 Common Shares at the Offering Price for additional gross proceeds of up to $6,521,175 under the LIFE Offering (the “Agents’ Option”).
In addition to the LIFE Offering, the Company announces its intention to complete: (i) a non-brokered concurrent private placement offering of up to 1,622,222 Common Shares at the Offering Price (the “Non-Brokered Concurrent Private Placement”); and (ii) a brokered concurrent private placement offering of up to 5,258,934 Common Shares at the Offering Price, assuming the exercise of the Agents’ Option in full and the issuance of the maximum number of Common Shares under the Non-Brokered Concurrent Private Placement (the “Brokered Concurrent Private Placement” and together with the Non-Brokered Concurrent Private Placement, the “Concurrent Private Placement”), for additional aggregate gross proceeds of up to $30,965,202.
Strategic investor Eldorado Gold Corporation (“Eldorado”) has indicated an interest to purchase up to 4,566,667 Common Shares under the Brokered Concurrent Private Placement (assuming the exercise of the Agents’ Option in full and the issuance of the maximum number of Common Shares under the Non-Brokered Concurrent Private Placement), in accordance with the Investor Rights Agreement dated January 16, 2024 between the Company and Eldorado. Mr. Victor Cantore, President and CEO of Amex, has also indicated an interest to purchase up to 394,011 Common Shares under the Brokered Concurrent Private Placement (assuming the exercise of the Agents’ Option in full).
The net proceeds of the LIFE Offering and Concurrent Private Placement will be used to fund the capital expenditures for the Company’s bulk sampling program and a portion of the phase 1 development of the Perron Gold Project, a feasibility study on the phase 2 development of the project, exploration of the Company’s properties, and general corporate purposes.
The Common Shares to be issued under the LIFE Offering will be offered for sale to “accredited investors” (within the meaning of National Instrument 45-106 – Prospectus Exemptions (“NI 45-106”)) in reliance on the “listed issuer financing exemption” available under Part 5A of NI 45-106, as amended by Coordinated Blanket Order 45-935 – Exemptions from Certain Conditions of the Listed Issuer Financing Exemption (the “LIFE Exemption“) in each of the provinces and territories of Canada. The Common Shares to be issued under the LIFE Offering are expected to be immediately freely tradeable under applicable Canadian securities laws if sold to purchasers resident in Canada. The Common Shares to be issued under the Concurrent Private Placement will be issued in reliance on the “accredited investor” exemption available under NI 45-106 in each of the provinces and territories of Canada and will be subject to a four month hold period under applicable Canadian securities legislation. The Common Shares to be issued under the LIFE Offering and the Concurrent Private Placement may also be offered in the United States or to, or for the account or benefit of, U.S. persons, pursuant to one or more exemptions from the registration requirements of the United States Securities Act of 1933, as amended (the “U.S. Securities Act“), and in jurisdictions outside of Canada and the United States on a private placement or equivalent basis, in each case in accordance with all applicable laws, provided that no prospectus, registration statement or other similar document is required to be filed in such jurisdiction.
The LIFE Offering and the Brokered Concurrent Private Placement will be completed pursuant to the terms of an agency agreement to be entered into among the Company and the Agents on the Closing Date. The Company will pay to the Agents a cash commission equal to 5.0% of the gross proceeds of the LIFE Offering and the Brokered Concurrent Private Placement, excluding the gross proceeds from the sale of up to 394,011 Common Shares to Mr. Cantore or to investors otherwise identified by the Company pursuant to a “president’s list”.
The LIFE Offering and the Concurrent Private Placement are expected to close on or about May 21, 2026, or such other date as the Company and the Co-Lead Agents may agree (the “Closing Date“). Completion of the LIFE Offering and the Concurrent Private Placement is subject to certain closing conditions including, but not limited to, the receipt of all necessary approvals, including the approval of the TSX Venture Exchange (the “Exchange”).