Search Minerals Closes Initial Tranche of Non-Brokered Private Placement Financing and Announces Upsized Unit Financing
SEARCH MINERALS INC.
T (416) 320-9296 F (604) 608-5717
www.SearchMinerals.com [email protected]
SEARCH MINERALS CLOSES INITIAL TRANCHE OF NON-BROKERED PRIVATE
PLACEMENT FINANCING AND ANNOUNCES UPSIZED UNIT FINANCING
St. Lewis, Newfoundland and Labrador – (Newsfile Corp. – August 7, 2026) – Search Minerals
Inc. (TSXV:SMY | OTC:SHCMF) (“Search Minerals ” or the “Company”) is pleased to announce
that it has closed the initial tranche (the “Initial Tranche”) of its previously announced non -
brokered private placement financing (the “ Financing”) (News Release dated July 13, 2026 ), for
aggregate gross proceeds of C$615,000 , with the Unit Financing portion fully subscribed . Red
Cloud Securities Inc. (“Red Cloud”) acted as finder in connection with the Initial Tranche.
“We are very pleased with the strong investor demand for this financing, which resulted in the Unit
Financing being fully subscribed, ” said Jason Macintosh, Interim CEO of Search Minerals.
“Given this level of support, we are pleased to upsize the Unit Financing by an additional
C$100,000, providing Search Minerals with additional capital to advance our Foxtrot and Deep
Fox projects as we continue to build out our Critical Rare Earth Elements business in Labrador.”
The Initial Tranche consists of: (i) 851,064 units of the Company (each, a “Unit”) at a price of
C$0.235 per Unit, for gross proceeds of C$200,000 (the “ Unit Financing”), representing the full
amount previously announced under the Unit Financing; and (ii) 1,537,037 critical mineral flow -
through units of the Company (each, a “ FT Unit”) at a price of C$0.27 per FT Unit, for gross
proceeds of C$415,000 (the “ FT Financing”), for aggregate gross proceeds under the Initial
Tranche of C$615,000.
Each Unit will consist of one common share of the Company (each, a “Unit Share”) and one
common share purchase warrant (each, a “ Warrant”). Each FT Unit will consist of one common
share of the Company to be issued as a “flow -through share” within the meaning of subsection
66(15) of the Income Tax Act (Canada) (each, a “ FT Share”) and one-half of one Warrant. Each
whole Warrant will entitle the holder to purchase one common share of the Company (each, a
“Warrant Share ”) at an exercise price of C$0.35 per Warrant Share for a period of 36 months
following the date of issuance.
The gross proceeds from the FT Financing will be used by the Company to incur eligible
“Canadian exploration expenses” that qualify as “flow-through mining expenditures” as both terms
are defined in the Income Tax Act (Canada), related to the Company’s Foxtrot and Deep Fox
projects in Labrador. The Company also intends that such expenses will be eligible for the Critical
Mineral Exploration Tax Credit. The net proceeds from the Unit Financing will be used by the
Company for working capital and general corporate purposes.
In connection with the Initial Tranche, the Company paid a cash finder’s fee and issued
compensation warrants to each of Red Cloud and Canaccord Genuity Corp. (“Canaccord”).
Petra Holdings Company Inc., a company controlled by Michael Pearson, a director of the
Company, participated in the Initial Tranche. This participation is considered a “related party
transaction” within the meaning of Multilateral Instrument 61 -101 – Protection of Minority Security
Holders in Special Transactions (“MI 61-101”). The Company is relying on exemptions from the
formal valuation and minority shareholder approval requirements of MI 61 -101 in respect of Petra
Holdings Company Inc.’s participation, on the basis that neither the fair market value of the
SEARCH MINERALS INC.
T (416) 320-9296 F (604) 608-5717
www.SearchMinerals.com [email protected]
securities issued to, nor the consideration paid by, Petra Holdings Company Inc. exceeds 25% of
the Company’s market capitalization, in accordance with sections 5.5(a) and 5.7(1)(a) of MI 61-
101.
UPSIZED UNIT FINANCING
The Initial Tranche was completed in accordance with all necessary regulatory approvals,
including the conditional acceptance of the TSX Venture Exchange. The Company expects to
close the balance of the Financing in one or more subsequent tranches, which i s expected to
include the remaining C$385,000 available under the FT Financing together with an upsized Unit
Financing of up to an additional C$100,000 (increasing the maximum size of the Unit Financing
to C$300,000), for aggregate remaining proceeds of up to C$485,000. There can be no assurance
that the balance of the Financing will be completed, whether in whole or in part, and any
subsequent tranche remains subject to the receipt of all necessary regulatory and other
approvals, including the acceptance of the TSX Venture Exchange.
The Unit Shares, FT Shares and Warrant Shares issued under the Initial Tranche are subject to
a hold period expiring December 7, 2026, being four months and one day from the closing date
of the Initial Tranche, in accordance with applicable securities laws. The Unit Shares, FT Shares
and Warrant Shares issuable under any subsequent tranche will be subject to a hold period of
four months and one day from the applicable closing date, in accordance with applicable
securities laws.
The securities to be issued pursuant to the Financing 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
U.S. state securities laws and may not be offered or sold in the United States absent registration
or an available exemption from the registration requirements of the U.S. Securities Act and
applicable U.S. state securities laws. This press release shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of such securities in any jurisdiction in
which such offer, solicitation or sale would be unlawful.
ABOUT SEARCH MINERALS
Led by a proven management team and board of directors, Search is focused on finding and
developing Critical Rare Earth Elements (CREE), Zirconium (Zr) and Hafnium (Hf) resources
within the emerging Port Hope Simpson – St. Lewis CREE District of South -east Labrador. The
Company controls a belt 64 km long and 2 km wide and is road accessible, on tidewater, and
located near 3 local communities. Search has completed a preliminary economic assessment
report with resource estimates for FOXTROT and DEEP FOX . Search is also working on four
exploration prospects along the belt which include: FOX MEADOW , SILVER FOX, FOX
RUN and AWESOME FOX.
Search has continued to optimize its patented Direct Extraction Process technology with the
generous support from the Department of Energy and Mines, Government of Newfoundland and
Labrador, and from the Atlantic Canada Opportunity Agency. Search has compl eted two pilot
plant operations and produced highly purified mixed rare earth carbonate concentrate and mixed
REO concentrate for separation and refining.
SEARCH MINERALS INC.
T (416) 320-9296 F (604) 608-5717
www.SearchMinerals.com [email protected]
All material information on the Company may be found on its website at www.searchminerals.ca
and on SEDAR+ at www.sedarplus.ca.
For further information about Search Minerals, please contact:
Jason Macintosh
Interim CEO
Telephone: 416-320-9296
Email: [email protected]
Forward-Looking Statements
Statements contained in this news release that are not historical facts are "forward-looking information" or "forward -
looking statements" (collectively, "Forward-Looking Information") within the meaning of applicable Canadian securities
legislation. In cer tain cases, Forward-Looking Information can be identified by the use of words and phrases or
variations of such words and phrases or statements such as "anticipate", "expect", "plan", "likely", "believe", "intend",
"forecast", "project", "estimate", "potential", "could", "may", "will", "would" or "should". Forward -Looking Information in
this news release is based on certain material assumptions and involve known and unknown risks, uncertainties and
other factors which may cause the actual results, performance or achievements of Search Minerals to be materially
different from any future results, performance or achievements expressed or implied by the Forward-Looking
Information. Such risks and other factors include those factors discussed in Search Minerals' public filings. Although
Search Minerals has attempted to identify important factors that could affect Search Minerals and may cause actual
actions, events or results to differ materially from those described in Forward-Looking Information, there may be other
factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance
that Forward-Looking Information 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
Information. For further information on these and other risks and uncertainties that may affect the Company's business,
see the Company’s Management's Discussion and Analysis filed with certain Canadian securities regulators, which are
available at www.sedarplus.ca. Except as required by law, Search Minerals does not assume any obligation to release
publicly any revisions to Forward-Looking Information contained in this news release to reflect events or circumstances
after the date hereof or to reflect the occurrence of unanticipated events.
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 release.