Hercules Metals Closes C$17 Million Financing
NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE
UNITED STATES
Hercules Metals Closes C$17 Million Financing
Toronto, Ontario – (August 14, 2025) – Hercules Metals Corp. (TSX-V: BIG) (OTCQB:
BADEF) (FRA: C0X) (“Hercules Metals” or the “Company”) is pleased to announce that
it has closed its previously announced brokered private placement, which was fully
subscribed and included the exercise in full of the Agents’ option, pursuant to which the
Company sold 24,644,500 common shares in the capital of the Company (the “Shares”)
at a price of C$0.70 per Share, for aggregate gross proceeds to the Company of
C$17,251,150 (the “Offering”). The Offering was conducted on a “best efforts” agency
basis, 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 First Nations Financial Markets Limited Partnership (collectively
with the Co-Lead Agents, the “Agents”).
The Shares were 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 certain other jurisdictions outside of
Canada and the United States pursuant to available prospectus or registration
exemptions in accordance with applicable laws . The Shares issued under the Listed
Issuer Financing Exemption will not be subject to a statutory hold period pursuant to
applicable Canadian secur ities laws (except to the extent that the TSX Venture
Exchange’s four-month hold period applies).
In consideration for their services, the Agents received a cash commission (the “Agents’
Commission”) equal to 6.0% of the gross proceeds of the Offering, other than from the
sale to certain purchasers on a “president’s list” for which a 3.0% Agents’ Commission
was paid to the Agents.
A director of the Company participated in the Offering. The participation of the Company’s
director in the Offering constitutes a “related party transaction” under Multilateral
Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI
61-101”). This transaction is exempt from the formal valuation and minority shareholder
approval requirements of MI 61 -101 pursuant to sections 5.5( a) and 5.7(1)(a) of MI 61 -
101, as neither the fair market value of the securities to be distributed nor the
consideration to be received for the securities issued to such related part y under the
Offering will exceed 25% of the Company’s market capitalization. The Company’s director
subscribed for 71,400 Shares for aggregate gross proceeds of C$49,980.
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.
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
www.sedarplus.ca and at https://www.herculesmetals.com/. Final acceptance by the TSX
Venture Exchange of the Offering is subject to the completion of customary post -closing
filings.
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: [email protected]
Greg DiTomaso
Investor Relations
Telephone: +1 (647) 243-4074
Email: [email protected]
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 the proposed use of proceeds of the Offering , the final acceptance of the
Offering by the TSX Venture Exchange, 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 intern al 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 consiste nt 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
www.sedarplus.ca.
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 UNDERT AKE 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.