AuMEGA Metals Announces Amended and Upsized Financing of C$30 Million, Anchored by Condire Investors, LLC
AuMEGA Metals Announces Amended and
Upsized Financing of C$30 Million, Anchored
by Condire Investors, LLC
Key Highlights
Approximately C$30.1 million committed through an upsized institutional financing
,
strengthening AuMEGA's balance sheet and funding runway.
Anchored by a significant lead order from Condire Investors, LLC
, a U.S.-based resource
investment firm, which will hold approximately 19.9% of the Company on a non-diluted basis upon
completion of this offering.
Continued support from B2Gold Corp
., which will maintain its 9.9% ownership position,
reinforcing its role as a long-term strategic shareholder.
Participation from new and existing institutional investors
across North America, Australia
and Europe further enhancing the Company's institutional register.
Premium Flow-Through component of approximately C$12.7 million priced at a 36%
premium
to the hard dollar unit price (of C$0.04 per hard dollar unit), reflecting demand for the
Company's qualifying Canadian exploration expenditures.
Two-tranche structure aligned with ASX Listing Rules 7.1 and 7.1A
, with Tranche Two
subject to shareholder approval.
Proceeds of this offering are expected to fund an
expanded exploration program in
Newfoundland, Canada
, including the Company's largest planned drill campaign across Cape
Ray, Cape Ray West (including Isle aux Morts Granite) and Bunker Hill.
Edmonton, Alberta--(Newsfile Corp. - February 18, 2026) -
AuMEGA Metals Ltd (ASX: AAM) (TSXV:
AUM) (OTCQB: AUMMF)
("AuMEGA" or "the Company") is pleased to announce that as a result of
strong investor demand, the Company has amended its agreement with a syndicate of agents led by
Clarus Securities Inc. as co-lead agent and sole-bookrunner, Canaccord Genuity Corp., as co-lead
agent and including BMO Capital Markets (collectively, the "Agents") to increase the size of its
previously announced capital raise to aggregate gross proceeds of approximately C$30.1 million (the
"Offering").
B2Gold Corp. has committed to subscribe for units under the Offering to maintain its 9.9% ownership
position on a non-diluted basis. The Offering was anchored by a significant lead order from
Condire
Investors, LLC
("Condire"), a U.S.-based resource investment firm. Condire's participation represents
a significant addition to the Company's institutional register. Upon closing, Condire will hold
approximately 19.9% of the Company on a non-diluted basis. The Warrants (as defined herein) issued to
Condire are subject to a blocker provision that prevents exercise if such exercise would result in Condire
holding 20% or more of the Company's issued and outstanding common shares.
The Offering is also expected to introduce additional institutional investors from the United States and
Canada.
AuMEGA Metal's Managing Director and CEO, Sam Pazuki, commented:
"This financing meaningfully strengthens AuMEGA's balance sheet and reflects strong support from
both existing and new institutional investors. We are particularly pleased to see continued
participation from B2Gold, our strategic shareholder over the past three years, alongside the addition
of several leading resource and generalist funds to our register.
"We welcome Condire Investors, LLC, as a significant new shareholder. Condire has an established
track record of investing in resource companies at critical stages of growth, and their investment
represents an important endorsement of the scale of our Newfoundland land position, the quality of
our technical work, and the disciplined exploration strategy we have executed to date. With this capital
in place, we are well positioned to advance our programs in Newfoundland and specifically across the
Cape Ray District inclusive of Cape Ray West and Isle aux Morts Granite and at Bunker Hill."
Overview of the Offering
The Offering consists of the following securities (with the terms of the securities described below):
Hard Dollar Units ("HD Units")
Up to 407,356,205 HD Units at C$0.04 per HD Unit
Gross proceeds: Up to C$16,354,248
Premium Flow-Through Units ("PFT Units")
Up to 233,643,795 PFT Units at C$0.0544 per PFT Unit
Gross proceeds: Up to C$12,710,222
Flow-Through Shares ("FT Shares")
Up to 21,276,596 FT Shares at C$0.047 per FT Share
Gross proceeds: Up to C$1,000,000
Each HD Unit and PFT Unit consists of one common share and one common share purchase warrant (a
"Warrant"). Each Warrant entitles the holder to acquire one common share at a price of C$0.055 for a
period of 30 months from the closing date of Tranche One (as defined below).
Use of Proceeds
Net proceeds of the Offering are expected to be used primarily for:
The advancement of the Company's exploration programs in Newfoundland, Canada;
To fund expanded drill programs across Cape Ray, Cape Ray West (including Isle aux Morts
Granite), and Bunker Hill;
To support ongoing target generation and early-stage exploration; and
To provide working capital and general corporate purposes.
The Company notes that exploration programs are subject to final budgeting, permitting, weather
conditions and operational planning.
Two tranche Placement Structure
The Offering has been structured in two tranches as follows:
Tranche One
The first tranche will be comprised of shares and Warrants totalling 98,643,795 PFT Units within the
Company's available placement capacity.
Tranche One Placement
: Representing 98,643,795 shares and 98,643,795 Warrants. This
comprises 19,728,759 shares and 98,643,795 Warrants to be issued under the Company's
available placement capacity under ASX listing rule 7.1 and 78,915,036 shares to be issued under
the Company's available placement capacity under ASX listing rule 7.1A ("
Tranche One
").
Closing of Tranche One is expected on or about 5 March 2026, subject to receipt of all necessary
corporate and regulatory approvals, including the approval of the TSX Venture Exchange ("
TSXV
").
Tranche Two
The second tranche will be comprised of shares and Warrants issued in excess of the Company's
available placement capacity and will therefore be subject to shareholder approval at a Special
Shareholder Meeting ("
EGM
") expected to be held during in the first week of April 2026.
Tranche Two Placement
: Representing 563,632,801 shares (including 21,276,596 FT Shares)
and 542,356,205 Warrants that have been subscribed above the placement capacity and requiring
shareholder approval under ASX Listing Rule 7.1, which will be sought at a Special Shareholder
Meeting expected to be held during the first week of April ("
Tranche Two
").
The Company expects to dispatch the EGM Notice of Meeting to shareholders in the near term. The
expected closing date of Tranche Two is expected within five days of receipt of shareholder approval.
Financing Details
Premium Flow Through (or Charity Flow Through)
: Up to approximately C$12.7 million of
PFT Units priced at C$0.0544 (which is equivalent to approximately A$0.0562 based on the
exchange rate for converting Canadian dollars into Australian dollars of C$1=A$1.0330549 as
posted by xe.com on February 12, 2026 (the "
Exchange Rate
")) per PFT Unit, representing a
36% premium to the HD Unit price of C$0.04. A total of approximately 233.6 million shares and
233.6 million Warrants comprising the Premium FT Units fall into this category. Of this amount, the
issue of approximately 135 million shares and 135 million Warrants comprising the PFT Units are
subject to shareholder approval.
Traditional Flow Through
: Up to approximately C$1 million of FT Shares priced at C$0.047
(which is equivalent to approximately A$0.049 based on the Exchange Rate) per FT Share
representing a premium of 17.5% of the HD Unit price. The issue of all of the FT Shares
(approximately 21.3 million shares) will be subject to shareholder approval.
Hard Dollars
: Up to approximately C$16.3 million priced at C$0.04 (which is equivalent to
approximately A$0.0413 based on the Exchange Rate) per HD Unit, priced at market to the TSXV
close price on February 11, 2026 and an 8.7% premium to the ASX close price for a total of
approximately 407.3 million HD Units issued. The issue of all HD Units (comprising approximately
407.3 million shares and approximately 407.3 million Warrants) will be subject to shareholder
approval.
Insiders
: Company insiders have subscribed for 1,300,000 HD Units and 666,667 FT Shares.
Director participation is subject to shareholder approval under ASX Listing Rule 10.11.
Flow-Through Shares
The common shares comprising the PFT Units and the FT Shares will be issued as "flow-through
shares" within the meaning of subsection 66(15) of the
Income Tax Act
(Canada) (the "Tax Act"). The
Warrants comprising the PFT Units will not be flow-through warrants for the purposes of the Tax Act. The
tax benefits associated with such shares are available only to the initial Canadian subscribers. The
Company is expected to use an amount equal to the gross proceeds from the sale of the FT Shares and
the gross proceeds from the sale of the shares underlying the PFT Units to incur eligible "Canadian
exploration expenses" (as defined in the Tax Act): (i) that will qualify as "flow-through mining
expenditures" (as defined in the Tax Act) (the "Qualifying Expenditures") related to the Company's
exploration activities in Canada on or before 31 December 2027. All Qualifying Expenditures will be
renounced in favour of the Canadian applicable subscribers effective 31 December 2026.
The term "flow-through share" is defined under Canadian tax legislation and does not represent a
special class of shares under corporate law. Shares issued under the Offering will rank pari passu with
existing common shares.
All securities issued will be subject to a statutory hold period of four months and one day in accordance
with applicable Canadian securities laws. All shares and Warrants issued will be subject to a hold period
of four months plus a day from the date of issuance and resale rules will apply in accordance with
applicable Canadian securities laws. All securities will be issued on a private placement basis to
institutional, professional and accredited investors. The Company will not issue any securities using
section 5A.2 of National Instrument 45-106 -
Prospectus Exemptions
and Coordinated Blanket Order
45-935 -
Exemptions From Certain Conditions of the Listed Issuer Financing Exemption
(collectively,
the "
LIFE Exemption
") and, accordingly, the offering document dated February 12, 2026 (the "
LIFE
Document
") of the Company prepared in respect of the LIFE Exemption will not be used for any part of
the Offering and the Company will not issue any shares or Warrants under the LIFE Document.
This news release does not constitute an offer to sell or a 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.
Additional Information
In connection with the Offering, the Agents will be paid a cash commission equal to 6% on the gross
proceeds of the Offering, excluding funds raised from Company insiders, B2Gold, and others in the
President's List. There is no fee to be paid by the Company in connection with B2Gold's subscription.
The cash commission of the agents will be reduced to 3% or less of the gross proceeds received from
subscribers on the President's List.
The Company will pay a finder's fee to a third-party equivalent to 6% of Condire's subscription amount.
Indicative Timelines
An indicative timetable for the financing is set out below. The timetable remains subject to change at the
Company's discretion, subject to compliance with applicable laws and both the TSXV and ASX listing
rules.
Key Events
Date
Canada
Australia
Trading halt lifted / ASX trading resumes
Tuesday 17 February
Wednesday 18 February
Trading halt lifted / TSXV trading resumes
Wednesday 18 February
Thursday 19 February
Closure of Tranche One
Thursday 5 March 2026
Friday 6 March 2026
Notice of Meeting (Tranche Two)
Regulatory Approval
Dispatch Notice of Meeting
Late February 2026
Late February 2026
Shareholder Meeting to Approve Tranche Two
First week of April 2026
First week of April 2026
Closure of Tranche Two
Early April 2026
Early April 2026
- ENDS -
This announcement has been authorised for release by the Company's Board of Directors.
Neither the TSXV nor its Regulation Services Provider (as that term is defined in policies of the TSXV)
accepts responsibility for the adequacy or accuracy of this press release.
To learn more about the Company, please visit
www.aumegametals.com
, or contact:
Sam Pazuki, Managing Director & CEO
Canada Phone:
+1 780 665 4925
Australia Phone:
+61 8 6117 0478
Email:
About the Company
AuMEGA Metals Ltd.
(ASX: AAM) (TSXV: AUM) (OTCQB: AUMMF)
is utilising best-in-class
exploration to explore on its district scale land package that spans 110 kilometers along the Cape Ray-
Valentine Shear Zone, a significant under-explored geological structure in Newfoundland, Canada. This
zone currently hosts Equinox Gold's Valentine Gold Project, a multi-million-ounce deposit which is the
region's largest gold project, along with AuMEGA's expanding Mineral Resource.
The Company is supported by a diverse shareholder registry of prominent global institutional investors,
and strategic investment from B2Gold Corp, a significant, intermediate gold producer.
Additionally, AuMEGA holds a 27-kilometre stretch of the highly prospective Hermitage Flexure and has
also secured an Option Agreement for the Blue Cove Copper Project in southeastern Newfoundland,
which exhibits strong potential for copper and other base metals.
AuMEGA's Cape Ray Shear Zone hosts several dozen high potential targets along with its existing
defined gold Mineral Resource of 6.2 million tonnes grading an average of 2.25 g/t gold, totaling
450,000 ounces of Indicated Resources, and 3.4 million tonnes grading an average of 1.44 g/t gold,
totaling 160,000 ounces in Inferred Resources
1
.
AuMEGA acknowledges the financial support of the Junior Exploration Assistance Program,
Department of Industry, Energy and Technology, Provincial Government of Newfoundland and Labrador,
Canada.
Reference to Previous Announcements
In relation to this news release, all data used to assess targets have been previously disclosed by the
Company and referenced in previous JORC Table 1 releases. Please see announcements dated: 15
January 2026, 16 October 2025, 30 May 2023 ,6 May 2020 and 4 February 2020.
In relation to the Mineral Resource estimate announced on 30 May 2023, the Company confirms that all
material assumptions and technical parameters underpinning the estimates in that announcement
continue to apply and have not materially changed.
The Company confirms that the form and context in
which the Competent Person's findings are presented have not been materially modified from the
original market announcement.
Qualified Person (NI 43-101)
The scientific and technical information in this press release was reviewed and approved by Shamus
Duff, P. Geo., Project Geologist. Mr. Duff is a Qualified Person as defined under National Instrument 43-
101 Standards of Disclosure for Mineral Projects and a Professional Geologist registered with
Professional Engineers and Geoscientists of Newfoundland and Labrador (PEGNL). Mr. Duff consents
to the publication of this press release and certifies that the information provided fairly and accurately
represents the scientific and technical information disclosed in it.
Technical Report
Additional scientific and technical information regarding the Company's mineral project is contained in
the technical report titled "Technical Report on the Cape Ray Gold Project, Newfoundland, Canada"
dated May 28, 2024 (with an effective date of May 26, 2024), prepared by Trevor Rabb (P. Geo.) and
Ronald Voordouw, (P. Geo) of Equity Exploration Consultants Ltd., and Andrew Kelly (P. Eng.) of Blue
Coast Research.
Forward-Looking Statements
This press release contains certain "forward-looking information" within the meaning of applicable
Canadian securities legislation. Such forward-looking information is not representative of historical facts
or information or current condition but instead represent only the Company's beliefs regarding future
events, plans or objectives, many of which, by their nature, are inherently uncertain and outside of the
Company's control. Generally, such forward-looking information or forward-looking statements can be
identified by the use of forward-looking terminology such as "plans," "expects" or "does not expect," "is
expected," "budget," "scheduled," "estimates," "forecasts," "intends," "anticipates" or "does not
anticipate," or "believes," or variations of such words and phrases or may contain statements that certain
actions, events or results "may," "could," "would," "might" or "will be taken," "will continue," "will occur" or
"will be achieved".
Forward-looking information may relate to anticipated events or results including, but
not limited to: the expected closing of Tranche One and Tranche Two of the Offering and the timing
thereof; the expected terms of the Offering and of the securities to be issued under the Offering; the
timing of the shareholder meeting to approve Tranche 2 and whether shareholder approval will be
obtained; the timetable for completing the financing; the receipt of regulatory approvals; the intended use
of proceeds from the Offering; and the Company's planned drilling program.
By identifying such information in this manner, AuMEGA is alerting the reader that such information and
statements are subject to known and unknown risks, uncertainties and other factors that may cause the
actual results to be materially different from those expressed or implied by such information and
statements. In addition, in connection with the forward-looking information and forward-looking
statements contained in this press release, the Company has made certain assumptions. Although the
Company believes that the assumptions and factors used in preparing, and the expectations contained
in, the forward-looking information and statements are reasonable, undue reliance should not be placed
on such information, and no assurance or guarantee can be given that such forward-looking information
will prove to be accurate, as actual results and future events could differ materially from those anticipated
in such information Among others, the key factors that could cause actual results to differ materially from
those projected in the forward-looking information and statements are the following: delays in obtaining
required approvals from regulators, changes in general economic, business and political conditions,
including changes in the financial markets; delays in obtaining required licenses or approvals; and
delays or unforeseen costs incurred in connection with drilling. Should one or more of these risks,
uncertainties or other factors materialize, or should assumptions underlying the forward-looking
information prove incorrect, actual results may vary materially from those described herein as intended,
planned, anticipated, believed, estimated or expected.
The forward-looking information contained in this press release is made as of the date of this press
release, and the Company does not undertake to update any forward-looking information that are
contained or referenced herein, except in accordance with applicable securities laws.
1
News release dated 30 May 2023
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