Hercules Metals Incoming Management Team to Invest C$4.5 million in Non-Brokered Private Placement
Hercules Metals Incoming Management Team to Invest C$4.5
million in Non-Brokered Private Placement
• C$4.5 Million Personal Investment by Incoming Management : In connection with their
recently announced appointments, George Ogilvie and the other members of the former Arizona
Sonoran Copper Company Inc. team (collectively, the “Arizona Sonoran Team”) committed to
personally invest an aggregate of C$4.5 million in Hercules through a non -brokered private
placement, to align their interests with shareholders and demonstrate conviction in the underlying
value of Leviathan and the Company’s new strategic direction. Following the separate
announcement of the Arizona Sonoran Team appointments on July 30, 2026, the Company is
now announcing its intention to complete a non -brokered private placement to facilitate this
investment (the “New Management Investment”). The private placement will be subscribed for
by all seven members of the incoming Arizona Sonoran Team, with no finder’s fees payable.
Toronto, Ontario / August 5, 2026 – Hercules Metals Corp. (“Hercules” or the “Company”) (TSX-
V: BIG) (OTCQB: BADEF) (FRA: C0X) is pleased to announce that it intends to complete a non -
brokered private placement, pursuant to which the incoming Arizona Sonoran Team will subscribe
for 7,258,066 common shares of the Company at an issue price of C$ 0.62 per common share for
aggregate gross proceeds of C$4 ,500,000.92. The issue price represents an approximately 5%
premium to the closing price of the Company’s common shares on the trading day immediately prior
to the announcement of the appointment of the Arizona Sonoran Team.
The New Management Investment is expected to close on or about September 1, 2026, subject to
approval of the TSX Venture Exchange and the satisfaction of customary closing conditions.
The C$4.5 million New Management Investment was committed to by the Arizona Sonoran Team
ahead of their appointments, to provide direct alignment with existing Hercules shareholders ahead
of formally assuming management of the Company on September 1, 2026.
Leadership Commentary
George Ogilvie, incoming President and Chief Executive Officer, commented : “Our team
committed to investing C$4.5 million of personal capital because we believe strongly in the scale
and quality of Leviathan and the broader opportunity at Hercules. This investment reflects the
ownership mindset we intend to bring to the Company and provides meaningful alignment with our
fellow shareholders from the outset.
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“We intend to manage Hercules as owners, remain disciplined in the allocation of capital and focus
our efforts on the programs and initiatives that we believe can generate the greatest long-term value
for shareholders. We are excited to formally assume our roles on September 1 , 2026 and begin
working alongside the existing Hercules team to advance and expand the Leviathan porphyry copper
system.”
Use of Proceeds and Closing Terms
The Company intends to use the net proceeds of the New Management Investment to support
continued drilling and expansion of the Leviathan porphyry copper system, exploration of additional
porphyry targets, geological and resource modelling, and general wor king capital and corporate
purposes.
The New Management Investment is expected to close on or about September 1, 2026, concurrent
with the incoming team assuming their respective positions with the Company. Closing remains
subject to acceptance by the TSX Venture Exchange and the satisfaction of customary closing
conditions.
All common shares issued pursuant to the New Management Investment will be subject to a statutory
hold period of four months and one day from the closing date in accordance with applicable Canadian
securities laws. No finder’s fees will be payable in connection with the New Management Investment.
About Hercules Metals Corp.
Hercules Metals Corp. is a U.S.-focused mineral exploration company advancing the 100%-owned
Hercules Project in the heart of America’s newest porphyry copper district, in western Idaho.
The Hercules Project hosts the newly discovered Leviathan porphyry copper system, one of the most
important new discoveries in the country to date. Leviathan is a large and growing porphyry copper
system discovered by Hercules in 2023. The initial discovery hole intersected 185 metr es grading
0.84% copper, 111 ppm molybdenum and 2.6 g/t silver, including 45 metres grading 1.94% copper.
Subsequent drilling has demonstrated mineralization as shallow as 72 meters depth in the eastern
portion of the deposit, with a mineralized envelope that remains open in multiple directions.
The Hercules Project forms part of a 73 -kilometre copper belt across which the Company controls
more than 100,000 acres of prospective mineral rights. Hercules is conducting systematic definition
drilling at Leviathan and exploration drilling to identify additional porphyry centres.
Hercules’ shares trade on the TSX Venture Exchange under the symbol “BIG,” on the OTCQB under
the symbol “BADEF” and in Frankfurt under the symbol “C0X.”
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For further information, please contact:
Chris Paul
CEO & Director
Telephone +1 (604) 670-5527
Email: [email protected]
Matthieu Bos
Chairman of the Board of Directors
Email: [email protected]
Private Placement and United States Securities Law Notice
This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities
in any jurisdiction.
The securities to be issued pursuant to the private placement have not been and will not be
registered under the United States Securities Act of 1933, as amended, or applicable state securities
laws and may not be offered or sold in the United States or to, or for the account or benefit of, U.S.
persons absent registration or an applicable exemption from registration requirements.
Cautionary Statements on Forward-Looking Information
This press 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 express ions, or that events or
conditions "will," "would," "may," "could" or "should" occur. Forward-looking information contained in
this press release may include, without limitation, the expectation of closing of the New Management
Investment and the use of proceeds; the expectation that the Arizona Sonoran Team will assume
leadership of the Company on or about September 1, 2026; the Company's strategic objectives, the
execution of future exploration programs on the Property; expansion of the Leviathan porphyry
copper system, exploration of additional porphyry targets, geological and resource modelling, assay
results of future drill holes; and the expected financial performance of the Company.
Although the Company believes the forward -looking information contained in this press release is
reasonable based on information available on the date hereof, by its nature, forward -looking
information involves assumptions and known and unknown risks, unce rtainties and other factors
which may cause our actual results, level of activity, performance or achievements, or other future
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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; the Covid -19 pandemic; adverse
industry events; the receipt of required regulatory approval s 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 internal and external sources, and/or inability to access sufficient
capital on favorable terms; mining industry and markets in Canada and generally; the ability of the
Company to implement its business strategies; competition; the risk th at 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 w ill not be consistent 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 UNDERTAKE TO UPDATE
THIS INFORMATION AT ANY PARTICULAR TIME EXCEPT AS REQUIRED IN ACCORDANCE
WITH APPLICABLE LAWS.
Neither the 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 press release.