Enduro Metals Announces Closing of Non-Brokered Private Placement for Gross Proceeds of Approximately $1.64 Million
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Enduro Metals Announces Closing of Non-Brokered Private Placement
for Gross Proceeds of Approximately $1.64 Million
NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE
UNITED STATES
February 16, 2024, Kelowna, British Columbia – Enduro Metals Corporation (TSXV: ENDR OTCQB:
ENDMD FSE: SOG0) (“Enduro” or the “ Company”) announces that it has closed a non -brokered private
placement (the “ Offering”) of 4,093,123 units of the Company (the “ Units”) at purchase price of
$0.40/Unit for gross proceeds of $1,637,250. Each Unit is comprised of one (1) common share in the
capital of the Company (a “Common Share”) and one-half of one (1/2) Common Share purchase warrant
(each whole Common Share purchase warrant, a “Warrant”). Each Warrant entitles the holder to acquire
an additional Common Share at a purchase price of $0.80/share for a period of three (3) years from the
date of issuance.
It is expected that the proceeds from the sale of Units will be used for explorat ion and development of
the Company’s Newmont Lake Project located in Northwest British Columbia and for general working
capital purposes.
In accordance with the policies of the TSX Venture Exchange (the “ TSXV”), the Company paid aggregate
finders' fees of $1,750 and issued an aggregate of 4,375 finder’s warrants (the “ Finder Warrants”) upon
closing of the Offering. Each Finder Warrant entitles the holder to acquire one Common Share at a
purchase price of $0.40/share for a period of three (3) years from the date of issuance.
All securities issued will be subject to a four-month holding period from the date of issuance and subject
to TSXV approval. The Offering remains subject to the acceptance of the TSXV.
Related Party Transaction
The Offering constitutes a “related party transaction” as such term is defined under Multilateral
Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”) as certain
officers of the Company have participated in the Of fering, acquiring in aggregate 275,625 Units for
aggregate consideration of $110,250. The Company has relied on exemptions from the formal valuation
and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(b) and 5.7(1)(a)
of MI 61-101 in respect of related party participation in the Offering as the Company is not listed on a
specified market and neither the fair market value (as determined under MI 61-101) of the subject matter
of, nor the fair market value of the consideratio n for, the transaction, insofar as it involved the related
party, exceeded 25% of the Company's market capitalization (as determined under MI 61 -101). The
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Offering was approved by the board of directors of the Company with conflicted directors abstaining. The
Company did not file a material change report at least 21 days prior to the anticipated date of completion
of the Private Placement due to the Company’s determination that it is in the best interests of the
Company to avail itself of the proceeds and complete the Private Placement in an expeditious manner.
Early Warning Disclosure
Evanachan Limited (“Evanachan”) acquired 3,000,000 Units under the Offering for total consideration of
$1,200,000. Prior to the closing of the Offering, Evanachan beneficiall y owned, or had control and
direction over, 1,066,000 Common Shares, representing approximately 4.4% of the Company’s issued and
outstanding Common Shares. Subsequent to the Offering, Evanachan beneficially owns and controls,
directly or indirectly, 4,066 ,666 Common Shares, representing approximately 14.5% of the outstanding
Common Shares, and 1,500,000 Warrants. If Evanachan were to exercise all of the Warrants acquired
under the Offering, it would obtain ownership and control over an additional 1,500,000 Common Shares,
which when aggregated with the other Common Shares directly or indirectly owned or controlled by
Evanachan would total 5,566,666 Common Shares, representing approximately 18.8% of the issued and
outstanding Common Shares on a partially dil uted basis (i.e., assuming the exercise of only Evanachan’s
convertible securities).
Evanachan has advised the Company that the Units were acquired for investment purposes. Evanachan
currently has no plans or intentions with respect to its Common Shares, depending on market conditions,
general economic and industry conditions, trading prices of the Common Shares, the Company’s business,
financial condition and prospects and/or other relevant factors, Evanachan may develop such plans or
intentions in the fut ure and, at such time, may from time to time acquire additional Common Shares,
dispose of some or all of the existing or additional Common Shares or may continue to hold the Common
Shares.
A copy of the applicable early warning report will appear on the Co mpany's profile on SEDAR+ and may
also be obtained by contacting Evanachan at (647) 258 -0395, 150 King St. West Suite 2800 Toronto,
Ontario M5H 1J9.
About Enduro Metals
Enduro Metals is an exploration company focused on its Newmont Lake Project; a total 688km2 property
located between Eskay Creek, Snip, and Galore Creek within the heart of British Columbia's Golden
Triangle. Building on prior results, the Company's geological team has outlined multiple deposit
environments of interest across the New mont Lake Project including high -grade epithermal/skarn gold
along the McLymont Fault, copper -gold alkalic porphyry mineralization at Burgundy, newly discovered
copper-gold porphyry mineralization at North Toe, and a large 10km x 4km geochemical anomaly hosting
various gold, silver, copper, zinc, nickel, cobalt, and lead mineralization along the newly discovered Chachi
Corridor.
On Behalf of the Board of Directors,
ENDURO METALS CORPORATION
“Cole Evans”
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President/CEO
For further information please contact:
Corporate Communications
Ali Wasiliew - Manager of Communications
Tel: +1 (236) 420-4050
Email: [email protected]
www.endurometals.com
The securities offered pursuant to the Offering have not been, and will not be, registered under the U.S.
Securities Act of 1933, as amended (the " U.S. Securities Act") or any U.S. state secu rities laws, and may
not be offered or sold in the United States or to, or for the account or benefit of, United States persons
absent registration or any applicable exemption from the registration requirements of the U.S. Securities
Act and applicable U.S. state securities laws. This news release shall not constitute an offer to sell or the
solicitation of an offer to buy securities in the United States, nor shall there be any sale of these securities
in any jurisdiction in which such offer, solicitation or sale would be unlawful.
Forward-Looking Statements
This news release contains statements that constitute "forward -looking statements". Such forward
looking statements involve known and unknown risks, uncertainties and other factors that may cause
Enduro’s actual results, performance or achievements, or de velopments in the industry to differ
materially from the anticipated results, performance or achievements expressed or implied by such
forward-looking statements. Forward looking statements are statements that are not historical facts and
are generally, bu t 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 st atements in this news release include
statements concerning the Company’s expected use of proceeds of the Offering and all other statements
that are not historical in nature.
Although Enduro believes the forward -looking information contained in this new s release is reasonable
based on information available on the date hereof, by their nature forward -looking statements involve
assumptions, known and unknown risks, uncertainties and other factors which may cause our actual
results, 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 statements.
THE FORWARD -LOOKING INFORMATION CONTAINED IN THIS NEWS RELEASE REPRESENTS THE
EXPECTATIONS OF THE COMPANY AS OF THE DATE OF THIS NEWS 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 THE COMPANY 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 accepts responsibility for the
adequacy or accuracy of this release.