PTX Metals Inc. Announces Private Placement Offerings
PTX Metals Inc. Announces Private Placement
Offerings
Toronto, Ontario--(Newsfile Corp. - September 8, 2025) - PTX Metals Inc. (TSXV: PTX) ("
PTX
" or the
"
Company
") is pleased to announce that it proposes to complete a non-brokered private placement
(the "
Offering
") pursuant to which it shall issue units of the Company (the "
Units
") at a price of $0.10
per Unit, to raise aggregate gross proceeds of up to $1,500,000. Each Unit will consist of one (1)
common share of the Company (a "
Common Share
") and one-half of one (1/2) share purchase warrant
(each whole such share purchase warrant, a "
Warrant
"). Each Warrant is exercisable to acquire one (1)
additional Common Share (each, a "
Warrant Share
") at a price of $0.16 for a period of 36 months from
the date of issuance thereof. The Warrants issued pursuant to the Offering will be subject to a restriction
on exercise expiring 61 days following the date of issuance. No fractional Warrant Shares will be
issuable to any holder of Warrants upon the exercise thereof, and no cash or other consideration will be
paid in lieu of fractional shares.
The Units to be issued under the Offering will be offered to purchasers pursuant to the Listed Issuer
Financing Exemption (the "
LIFE Exemption
") under Part 5A of National Instrument 45-106 -
Prospectus
Exemptions
, and as modified by Coordinated Blanket Order 45-935 -
Exemptions from Certain
Conditions of the Listed Issuer Financing Exemption
, in each of the provinces of Canada. Pursuant to
the LIFE Exemption, the Units to be issued pursuant to the Offering will not be subject to a hold period
under Canadian securities laws.
The Company has filed on its SEDAR+ profile contemporaneously herewith an offering document
addressing the Offering available for purchase in accordance with the requirements of Form 45-106F19
(the "
Offering Document
"). The Offering Document can be accessed under the Company's profile at
www.sedarplus.ca
and on the Company's website at
www.ptxmetals.com
. Prospective investors should
read the Offering Document before making an investment decision.
Funds raised pursuant to the Offering will be used for general corporate purposes.
Concurrent Private Placement
Concurrent with the Offering, the Company will complete a private placement consisting of: (i) charity flow
through units (the "
CFT
Units
") at a price of $0.15, to raise aggregate gross proceeds of $1,500,000
and (ii) flow through units (the "
FT Units
") at $0.135, to raise aggregate gross proceeds for $500,000
(the "
Concurrent Private Placement
"). Each CFT Unit and FT Unit shall consist of one (1) common
share and one-half of one (1/2) Warrant.
The CFT Units and FT Units offered and sold pursuant to the Concurrent Private Placement will be
subject to a statutory hold period in Canada of four (4) months and one (1) day after the Closing Date.
The gross proceeds from the issuance of the CFT Units and FT Units pursuant to the Concurrent Private
Placement will be used to incur eligible "Canadian exploration expenses" as defined in subsection
66.1(6) of the Tax Act that qualify as "flow-through critical mineral mining expenditures" as defined in
subsection 127(9) of the Tax Act (the "
Qualifying Expenditures
") related to the Company's projects in
the Yukon Territory. The Qualifying Expenditures will be incurred on or before December 31, 2026, and
will be renounced by the Company to the initial purchasers of the CFT Units and FT Units with an
effective date no later than December 31, 2025, in an aggregate amount not less than the gross
proceeds raised from the issue of the CFT Units.
Additional Information
The closing of the Offering and Concurrent Private Placement (the "
Closing
") may occur in multiple
tranches, with the Closing expected to occur on September 25, 2025. The Offering and Concurrent
Private Placement are subject to certain conditions, including applicable regulatory approvals and
acceptance by the TSX Venture Exchange ("
TSXV
").
Insiders of the Company may participate in the Offering and / or Concurrent Private Placement. The
issuance of HD Units, CFT Units or FT Units to insiders will be considered "related party transactions"
within the meaning of Multilateral Instrument 61-101 -
Protection of Minority Security Holders in Special
Transactions
("
MI 61-101
"). The Company intends to rely on the exemption set forth in section 5.5(a) of
MI 61-101 from th formal valuation requirements of MI 61-101 and the exemption set forth in section
5.7(1)(a) of MI 61-101 from minority shareholder approval requirements of MI 61-101 in respect of such
insider participation as the fair market value of the Offering, insofar as it involves interested parties, is
not expected exceed 25% of the Company's market capitalization.
In connection with the Offering and Concurrent Private Placement (as permitted by the policies of the
TSXV), eligible finders will be paid a cash amount equal to 7% of the Offering amount sold by the finder.
In addition, finder warrants equal to 7% of the Offering (the "
Finders Warrants
") will be issued to
eligible finders.
Each Finders Warrant will entitle the holder thereof to purchase one additional Common
Share at a price of C$0.14 (subject to adjustment) for a period of two (2) years following the Closing
Date. The Finders Warrants will be subject to a statutory hold period in Canada of four (4) months and
one (1) day after the Closing Date.
About PTX Metals Inc.
PTX is a mineral exploration company focused on high-quality strategic metals assets in northern
Ontario, allowing exposure for shareholders to Copper, Gold, Nickel, and PGEs discovery. The Province
of Ontario is renowned as a first-class mining jurisdiction for its abundance of mineral resources and
safe jurisdiction.
Our corporate objective is to advance our assets, and unveil the potential of two Flagship Projects, the
W2 Cu-Ni-PGE located in the strategic Ring of Fire region, and the Shining Tree Gold Project neighbor
to multi-million ounces gold deposits in the Timmins Gold Camp.
PTX's portfolio of assets was strategically acquired for their geologically favorable attributes, and
proximity to established mining companies.
PTX is based in Toronto, Canada. The Company is also listed in Frankfurt under the symbol "9PF" and
on the OTCQB in the United States as "PANXF".
For additional information on PTX, please visit the Company's website at
www.ptxmetals.com
.
Contact Information
Greg Ferron, President and Chief Executive Officer
Phone: +1- 416-270-5042
Email:
Forward Looking Statements
This news release includes forward-looking information and statements. Such statements include
statements relating to the ability to complete the Offering and / or Concurrent Private Placement, the
timing of Closing, the extent of insider participation, and the use of proceeds of the Offering and / or
Concurrent Private Placement. Forward-looking information and statements involve and are subject to
assumptions and known and unknown risks, uncertainties, and other factors which may cause actual
events, results, performance, or achievements of the Company to be materially different from future
events, results, performance, and achievements expressed or implied by forward-looking information
and statements herein. The assumptions on which the forward-looking statements contained herein
rely include, among others, that the Company will receive the necessary approvals for the Offering
and / or Concurrent Private Placement from the TSXV, that the Company will satisfy the terms of the
LIFE Exemption and any other applicable securities exemptions or safe harbors and that there will be
sufficient demand for the Units. Additional risk factors that may impact the Company or cause actual
results and performance to differ from the forward looking statements contained herein are set forth in
the Company's most recent management's discussion and analysis of financial condition (a copy of
which can be obtained under the Company's profile on SEDAR + at
www.sedarplus.ca
). Although the
Company believes that any forward-looking information and statements herein are reasonable, in light
of the use of assumptions and the significant risks and uncertainties inherent in such information and
statements, there can be no assurance that any such forward-looking information and statements will
prove to be accurate, and accordingly readers are advised to rely on their own evaluation of such risks
and uncertainties and should not place undue reliance upon such forward-looking information and
statements. Any forward-looking information and statements herein are made as of the date hereof,
and except as required by applicable laws, the Company assumes no obligation and disclaims any
intention to update or revise any forward-looking information and statements herein or to update the
reasons that actual events or results could or do differ from those projected in any forward looking
information and statements herein, whether as a result of new information, future events or results, or
otherwise, except as required by applicable laws.
Neither the TSXV, nor its Regulation Services Provider (as that term is defined in TSXV Policy
1.1 - Interpretation) accepts responsibility for the adequacy or accuracy of this release. No stock
exchange, securities commission or other regulatory authority has approved or disapproved the
information contained herein.
NOT FOR DISTRIBUTION TO UNITED STATES WIRE SERVICES OR DISSEMINATION IN THE
UNITED STATES. 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. PERSONS UNLESS REGISTERED UNDER THE U.S. SECURITIES ACT
AND APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM SUCH
REGISTRATION IS AVAILABLE. THIS NEWS RELEASE DOES NOT CONSTITUTE AN OFFER
OR SALE OF SECURITIES IN THE UNITED STATES.
To view the source version of this press release, please visit
https://www.newsfilecorp.com/release/265479