AuMEGA Metals Announces Brokered LIFE Offering of up to C$10 million
AuMEGA Metals Announces Brokered LIFE
Offering of up to C$10 million
Edmonton, Alberta--(Newsfile Corp. - February 12, 2026) -
AuMEGA Metals Ltd. (ASX: AAM) (TSXV:
AUM) (OTCQB: AUMMF)
("
AuMEGA
" or "the
Company
") is pleased to announce that it has entered
into an agreement pursuant to which Clarus Securities Inc. has agreed to act as lead agent and sole
bookrunner, for and on behalf of a syndicate of agents (the "
Agents
"), in connection with a best efforts
private placement pursuant to which the Company intends to issue a combination of up to: (i) 42,553,191
flow-through shares (each a "
FT Share
") at a price of C$0.0470 per FT Share, (ii) 55,147,059 charity
flow-through shares (each a "
Premium FT Share
") at a price of C$0.0544 per Premium FT Share, and
(iii) 125,000,000 common shares of the Company (each a "
HD Share
") at a price of C$0.040 per HD
Share, for aggregate gross proceeds of up to C$10,000,000 (the "
LIFE Offering
").
The Company will use an amount equal to the gross proceeds received by the Company from the sale of
the FT Shares and the Premium FT Shares, pursuant to the Income Tax Act (Canada) (the "
Tax Act
"), to
incur (or be deemed to incur) eligible "Canadian exploration expenses" that qualify as "flow-through
mining expenditures" (as both terms are defined in the Tax Act) (the "
Qualifying Expenditures
")
related to the Company's projects in Newfoundland, Canada as more fully described in the offering
document, on or before December 31, 2027, and to renounce all the Qualifying Expenditures in favour of
the subscribers of the FT Shares and the Premium FT Shares effective December 31, 2026.
The Company intends to use the net proceeds from the sale of HD Shares for general and administrative
expenses and unallocated working capital purposes.
The Offering is expected to close on or about March 3, 2026 (Canada) / March 4, 2026 (Australia), or
such other date as the Company and the Agents may agree and is subject to certain conditions
including, but not limited to, the receipt of all necessary regulatory and other approvals including the
conditional approval of the TSX Venture Exchange ("
TSXV
").
Subject to compliance with applicable regulatory requirements and in accordance with National
Instrument 45-106 -
Prospectus Exemptions
("
NI 45-106
"), the LIFE Offering will be offered for sale to
purchasers resident in the provinces of Canada, except Quebec, pursuant to the listed issuer financing
exemption under Part 5A of NI 45-106 as amended and supplemented by Coordinated Blanket Order
45-935 -
Exemptions from Certain Conditions of the Listed Issuer Financing Exemption
(the "
Listed
Issuer Financing Exemption
"). The securities issued to Canadian resident subscribers in the LIFE
Offering will not be subject to a hold period pursuant to applicable Canadian securities laws, except as
may be required by TSXV policies.
There is an offering document related to the LIFE Offering that can be accessed under the Company's
SEDAR+ profile at
www.sedarplus.ca
and on the Company's website at
www.aumegametals.com
.
Prospective investors should read this offering document before making an investment decision.
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.
The offering document is not a prospectus for the purposes of the Australian
Corporations Act 2001
(Cth) and has not been and will not be lodged with the Australian Securities and Investments
Commission under that Act.
Any Australian participation in the Offering will be limited to investors who
qualify as sophisticated or professional investors under sections 708(8), (10) and (11) of the
Corporations Act 2001
(Cth).
The proceeds from the LIFE Offering will be used primarily to advance the Company's exploration
program in Newfoundland and Labrador, which is expected to include the Company's largest drill
program in the last four years of up to 15,000 metres with an aim to drill several high-priority targets
identified through its 2025 exploration program. These targets are located in the broader Cape Ray
District, specifically the Isle aux Morts Granite and Cape Ray West and at Bunker Hill. Additionally, the
Company will continue to invest in early-stage exploration activities to further define and advance new
and existing targets at Hermitage and Intersection.
As a consideration for their services in connection with the LIFE Offering, the Agents will receive a cash
commission equal to 6.0
%
of the gross proceeds of the LIFE Offering. Any commission paid would be in
accordance with both TSXV and ASX policies.
AuMEGA Metals' Managing Director and CEO, Sam Pazuki commented:
"The Company is entering a pivotal phase. Over the past several years, we have methodically
advanced our exploration strategy - identifying and de-risking multiple high-priority targets at Cape
Ray West and Bunker Hill that now warrant large-scale drilling. This financing is designed to
aggressively test those targets.
At Isle aux Morts Granite, early Greenfields results point to a previously unrecognised and potentially
fertile intrusive-related gold system ("IRGS"). The geological characteristics we are observing are
comparable in style to major IRGS discoveries such as Snowline Gold's Valley-Rogue discoveries in
the Yukon. Importantly, this target sits within the broader Cape Ray district, several kilometres from
our existing 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
, calculated in 2023 at a conservative gold price of
US$1,750 per ounce
[1]
. We are also evaluating the potential for a resource update incorporating
higher gold price assumptions and silver credits.
At Bunker Hill, our 2025 field program has identified multiple gold and base metal corridors aligned
with compelling geophysical signatures and structural orientations that differ materially from historic
interpretations of fertility. These corridors are contiguous with Equinox Gold's Valentine Gold Mine, a
multi-million-ounce deposit that commenced production in the fourth quarter 2025. Recent
announcements from Equinox highlight the broader prospectivity of this largely underexplored gold
belt.
We believe we are witnessing the emergence of a new Canadian gold district. With the largest land
position along this structure, AuMEGA with a strong institutional shareholder base and strategic
investor in B2Gold, is exceptionally well positioned to make the next significant discovery."
Figure 1: AuMEGA Metals portfolio on the Cape Ray Shear Zone and Hermitage Flexure.
To view an enhanced version of this graphic, please visit:
https://images.newsfilecorp.com/files/10713/283721_6d4388e494e50bc0_001full.jpg
- 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
[2]
.
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 ASX 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.
Competent Person's Statement (JORC)
The information contained in this announcement that relates to exploration results is based upon
information reviewed by Mr. Giles Dodds, Exploration Manager for AuMEGA Metals. Mr. Giles Dodds is
a Member of the Australian Institute of Geoscientists ("AIG") and has sufficient experience which is
relevant to the style of mineralisation and type of deposit under consideration and to the activity which he
is undertaking to qualify as a Competent Person as defined in the JORC Code 2012.
Mr. Dodds
consents to the inclusion in the announcement of the matters based upon the information in the form and
context in which it appears.
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 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 is provided fairly and accurately represents the scientific and technical
information disclosed within it.
Technical Report
Additional scientific and technical information regarding the Cape Ray Project is contained in the
technical report titled "Technical Report on the Cape Ray Gold Project, Newfoundland, Canada" dated
28 May 2024 (with an effective date of 26 May 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 (the "Technical Report").
The Technical Report is available for download on SEDAR+.
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 the Offering, the expected terms of the LIFE Offering (including the
tax treatment of the FT Shares and the Premium FT Shares),
[
the timing of the shareholder meeting to
approve Tranche 2 and whether shareholder approval will be obtained
]
, the timetable for completing the
Offering, 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]
See the Technical Report (as defined below).
[2]
News release dated 30 May 2023 and the Technical Report.
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