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Rover Announces and Closes $0.03 Unit Financing

Financings

Rover Announces and Closes $0.03 Unit Financing

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR DISSEMINATION IN

THE U.S.

VANCOUVER, BC / May 15, 2024 / Rover Critical Minerals Corp.

(TSXV:ROVR)(OTCQB:ROVMF)(FSE:4XO) ("Rover" or the "Company") is pleased to

announce a non-brokered private placement financing for a minimum of $400,000 and a

maximum of $800,000. The Company will issue $0.03 units. Each unit is priced at $0.03 and is

comprised of one common share and one common share purchase warrant (the "Units"). The

warrants on the Units have an exercise price of $0.05 per warrant share, with a life of three years.

Assuming the financing is fully subscribed, there will be up to 26,666,667 common shares and

26,666,667 common share purchase warrants issued in connection with this financing, plus any

finder's commission warrants.

Further to the above announcement, Rover has received orders for $327,344 and has also

received approval from the TSX Venture Exchange (the "TSXV") to close the first tranche

of the Unit financing for gross proceeds of $$327,344 (the "First Closing"). The Company

will issue of 10,911,467 common shares and 10,911,467 warrants. No finders' commissions will

be paid connection with the First Closing. The shares and warrants issued under the First Closing

will bear the minimum four-month regulatory hold period from the date of issuance. The

financing is being led by a lithium investment portfolio managed by Gunnar Pedersen's family

office. Mr. Pedersen is a Director of the Company.

An updating release will be provided once the Company has completed any future closings of the

Unit financing, including receipt of final acceptance from the TSXV for the financing.

Use of Proceeds

The proceeds from the First Closing will be used to finance ongoing permitting and exploration

work at the Company's Let's Go Lithium project located in the Amargosa Valley of Nevada,

USA.

Judson Culter, CEO at Rover, states: "Gunnar's commitment to financing the permitting process

for our Let's Go Lithium ("LGL") project is huge for us. We have significantly reduced our burn

rate to allow us to focus our working capital on the continued NEPA permitting process for the

LGL project. Our last equity financing was in the summer of 2023. As a Company, we are

positioned to ride-out this bear market in lithium exploration. Our valued partners at the UES,

Reno office, have been out in the field since March of this year doing the work needed to move

the LGL project to the next level. Management is satisfied with the UES fieldwork to date and

feel confident that exploration drilling can be achieved in the area, with less than five acres of

planned disturbance."

Paddy Moylan, Rover's President comments: "What a great show of support to start this raise.

The smart money is seeing the opportunity. We are set for the market turnaround. If anyone is

keen to look at us please contact us directly at [email protected]."

Related Party Transaction

The private placement 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 an investment by a company beneficially controlled by a director of the

Company has participated in the financing, acquiring aggregate of 10,000,000 Units for

aggregate consideration of $300,000. 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 private

placement 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

consideration 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 private placement was

approved by the board of directors of the Company with the conflicted director abstaining.

About Rover Critical Minerals

Rover is a publicly traded junior mining company that trades on the TSXV under symbol ROVR,

on the OTCQB under symbol ROVMF, and on the FSE under symbol 4XO. The Company is

focussed on the permitting and exploration of the LGL project, a claystone lithium project

in the Amargosa Valley of Nevada, USA.

You can follow Rover on its social media channels:

Twitter: https://twitter.com/rovermetals

LinkedIn: https://www.linkedin.com/company/rover-critical-

minerals/mycompany/?viewAsMember=true

for daily company updates and industry news, and

YouTube: https://www.youtube.com/channel/UCJsHsfag1GFyp4aLW5Ye-

YQ?view_as=subscriber

for corporate videos.

Website: https://www.rovercriticalminerals.com/

ON BEHALF OF THE BOARD OF DIRECTORS

"Judson Culter"

Chief Executive Officer and Director

For further information, please contact:

Email: [email protected]

Phone: +1 (778) 754-2617

Statement Regarding Forward-Looking Information

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 Rover's actual results, performance, achievements, or developments 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, but 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. There can be no assurance that such statements prove to be accurate. Actual results and

future events could differ materially from those anticipated in such statements, and readers are

cautioned not to place undue reliance on these forward-looking statements. Any factor could

cause actual results to differ materially from Rover's expectations. Rover undertakes no

obligation to update these forward-looking statements in the event that management's beliefs,

estimates, opinions, or other factors, should change.

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 PROVIDER (AS

THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE)

ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OF THIS RELEASE.

SOURCE: Rover Critical Minerals Corp.