EDM Announces Closing of Second Tranche of Its Upsized Non-Brokered Private Placement
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NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
NEWS RELEASE NOVEMBER 28, 2024
EDM ANNOUNCES CLOSING OF SECOND TRANCHE OF ITS UPSIZED
NON-BROKERED PRIVATE PLACEMENT
Halifax, Nova Scotia, November 28, 2024 – EDM Resources Inc. (TSX-V: EDM) (“EDM” or the “Company”) is pleased
to announce the closing of the second tranche of its previously announced non-brokered private placement financing, raising
additional aggregate gross proceeds of C$913,440 (the “Offering”). Together, the aggregate gross proceeds of the first and
second tranche of the Offering total $1,691,145.
The President and CEO, Mr. Mark Haywood, stated: “EDM is pleased to announce the closing of the second tranche of our
financing. The Company will be updating the market next week on our exciting progress as we advance the Scotia Mine’s
start-up permits and complete all other necessary steps for our planned production commencement in 2026.”
The second tranche closing involved the issuance of 8,304,001 Units at a price of C$0.11 per Unit for gross proceeds of
C$913,440, each Unit consisting of one common share of the Company (each a “Share”) and one share purchase warrant (a
“Warrant”) entitling the holder to purchase one common share of the Company (each a “Warrant Share”) at a price of
C$0.14 for each Warrant Share, until October 29, 2027. The Company may accelerate the expiry of the share purchase
warrants if during their exercise period, the Common Shares trade at or above a volume-weighted average trading price of
C$0.30 per Common Share for 10 consecutive trading days. The Company will use the net proceeds from the Offering for
environmental work at its wholly owned Scotia Mine, located 60 km north of Halifax (the “Scotia Mine”), and for general
working capital purposes.
Certain directors, officers, and other insiders of the Company (collectively the “Insiders”) have acquired a total of 3,524,091
Units in the Offering. The participation of Insiders constitutes a "related party transaction", as such term is defined in
Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions and Companion ("MI 61-
101"). The Company is relying on exemptions from the formal valuation and minority shareholder approval requirements
provided under MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of related party participation in
the Offering as neither the fair market value (as determined under MI 61-101) of the subject matter of, nor the fair market
value of the consideration for, the transaction, insofar as it involved the related parties, exceeded 25% of the Company's
market capitalization (as determined under MI 61-101).
In connection with the Offering, the Company has paid C$15,161.30 in cash compensation and issued 137,830 broker
warrants (the “ Broker Warrants”) to eligible brokers for their assistance with the Offering. Each Broker Warrant is
exercisable for one common share of the Company until November 29, 2027 at a price of $0.14. The Broker Warrants have
the same acceleration condition as the share purchase warrants.
The Shares, the Warrants, any Warrant Shares, the Broker Warrants and any common shares issued upon the exercise of the
Broker Warrants are subject to a four month resale hold period ending on March 29, 2024.
This news release does not constitute an offer to sell, or a solicitation of an offer to buy, any of the 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.
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persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such
registration is available.
About EDM Resources Inc.
EDM is a Canadian exploration and mining company that has full ownership of the Scotia Mine and related facilities near
Halifax, Nova Scotia. Through its wholly owned subsidiary, EDM also holds several prospective exploration licenses near
its Scotia Mine and in the surrounding regions of Nova Scotia.
The Company’s common shares are traded on the TSX Venture Exchange under the symbol “EDM”. For more
information, please contact:
Mark Haywood President & Chief Executive Officer
Kevin Farrell Chief Financial Officer
Manish Grigo Corporate Development
Telephone +1 (902) 482 4481
Facsimile +1 (902) 422 2388
Email & Web [email protected] & www.EDMresources.com
The Company’s corporate filings and technical reports can be viewed on the Company’s SEDARPLUS profile at
www.sedarplus.ca. Further information on EDM is also available on Facebook at
http://www.facebook.com/EDMresources.inc Twitter at http://www.twitter.com/EDMresources and LinkedIn at
http://www.linkedin.com/company/EDMresources.
CAUTIONARY STATEMENTS
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 news release.
This news release includes certain forward-looking statements which are not comprised of historical facts. Forward-
looking statements include estimates and statements that describe the Company’s future plans, objectives or goals, including
words to the effect that the Company or management expects a stated condition or result to occur. Forward-looking
statements may be identified by such terms as “believes”, “anticipates”, “expects”, “estimates”, “may”, “should”, “could”,
“would”, “will”, or “plan”. Since forward-looking statements are based on assumptions and address future events
and conditions, by their very nature they involve inherent risks and uncertainties. Although these statements are based
on information currently available to the Company, the Company provides no assurance that actual results will meet
management’s expectations. Risks, uncertainties, and other factors involved with forward-looking information could
cause actual events, results, performance, prospects, and opportunities to differ materially from those expressed or implied
by such forward- looking information. Forward-looking information in this news release includes, but is not limited to,
the Company’s objectives, goals or future plans, statements, potential mineralization, exploration and development
results, the estimation of mineral resources, exploration and mine development plans, timing of the commencement of
operations and estimates of market conditions. There can be no assurance that forward-looking statements will prove to
be accurate and actual results and future events could differ materially from those anticipated in such statements.
Important factors that could cause actual results to differ materially from EDM’s expectations include, among others, the
degree to which mineral resource and reserve estimates are reflective of actual mineral resources and reserves, the
degree to which factors are present which would make a mineral deposit commercially viable, the price of zinc, lead and
gypsum, uncertainties relating to availability and costs of financing needed in the future, changes in equity markets,
risks related to international operations, the actual results of current exploration activities, delays in the development
of projects, conclusions of economic evaluations and changes in project parameters as plans continue to be refined as well
as future prices of metals, ability to predict or counteract potential impact of COVID-19 coronavirus on factors relevant
to the Company’s business, as well as those factors discussed in the section entitled “Risk Factors” in EDM’s
management’s discussion and analysis of the Company's annual financial statements for the period ended December 31,
2023. Although EDM has attempted to identify important factors that could cause actual results to differ materially, there
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may be other factors that cause results to be not as anticipated, estimated or intended. There can be no assurance that such
statements will prove to be accurate as actual results and future events could differ materially from those anticipated in
such statements. Accordingly, readers should not place undue reliance on forward-looking statements.