Closing of Unsized LIFE Offering.
LEGAL_46119202.4
American Tungsten Announces Closing of Upsized and Oversubscribed Non-
Brokered LIFE Offering of Shares
- NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH U.S. NEWSWIRE SERVICES -
Vancouver, British Columbia ‐‐ February 26, 2025 ‐ American Tungsten Corp. (CSE:TUNG) (OTCQB:
DEMRF) (FSE: RK9) (the "Company" or "American Tungsten") is pleased to announce that, further to
its news releases dated February 18, 2025 and February 21, 2025, it has closed its previously
announced upsized and oversubscribed non-brokered private placement under the Listed Issuer
Financing Exemption (as defined herein) (the “LIFE Offering”).
Pursuant to the LIFE Offering , the Company issued 1,475,875 common shares of the Company
(“Common Shares”) at a price of $1.60 per Common Share for gross proceeds of $2,361,400.
In connection with the LIFE Offering, the Company paid finder’s fees to eligible finders consisting of
$116,158 in cash and 72,598 common share purchase warrants (the “ Finder’s Warrants ”). Each
Finder’s Warrant is exercisable to acquire one common share of the Company at an exercise price of
$1.60 per share for a period of 12-months.
The LIFE Offering was completed pursuant to the listed issuer financing exemption under Part 5A of
National Instrument 45 -106 Prospectus Exemptions (the “ Listed Issuer Financing Exemption ”) and
therefore the Common Shares issued pursuant to the LIFE Offering are not subject to a hold period in
accordance with applicable Canadian securities laws . There is an amended and restated offering
document (the " Offering Document") related to the LIFE Offering that can be accessed under the
Company's profile at www.sedarplus.ca and on the Company's website at
www.americantungstencorp.com. Prospective investors should read this Offering Document before
making an investment decision.
The Company intends to use the net proceeds from the LIFE Offering for property payments, property
exploration, marketing and for general working capital.
The securities issued pursuant to the LIFE Offering have not, nor will they be registered under the United
States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to,
or for the account or benefit of, U.S. persons in the absence of U.S. registration or an applic able
exemption from the U.S. registration requirements. This news release shall not constitute an offer to sell
or the solicitation of an offer to buy nor shall there be any sale of the securities in the United States or in
any other jurisdiction in which such offer, solicitation or sale would be unlawful.
ABOUT AMERICAN TUNGSTEN CORP.
American Tungsten Corp. (previously Demesne Resources Inc.) is a Canadian-based company involved
in the acquisition and exploration of mineral properties. The Company's magnetite Star Project
consists of five contiguous mineral titles covering an area of approximately 4,615.75 hectares located
in the Skeena Mining Division, British Columbia, Canada. The Company has entered into an option
agreement pursuant to which it is entitled t o earn an undivided 100% interest in the Star Project.
American Tungsten has also entered into an option agreement, pursuant to which it can acquire a
100% interest (subject to a 2% royalty) in and to the IMA Mine Project, a past producing underground
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tungsten mine situated on 22 patented claims located in East Central, Idaho, United States. In addition,
the Company has acquired surrounding mining rights at its IMA Mine Project through the staking of
113 WMO federal lode mining claims covering an area of 1,988.6 acres (804.75ha).
Social media links:
LinkedIn: https://www.linkedin.com/company/americantungstencorp/
X: https://x.com/amtungsten
Facebook: https://www.facebook.com/americantungsten
Instagram: https://www.instagram.com/americantungstencorp/
YouTube: https://www.youtube.com/@americantungstencorp
ON BEHALF OF THE BOARD OF DIRECTORS:
Murray Nye
CEO
1055 West Georgia Street, Suite 1500
Vancouver, BC V6E 0B6
Canada
For further information, please contact:
Murray Nye, CEO
Email: [email protected]
Phone: +1 (416) 300-7398
CSE:TUNG
OTCQB:DEMRF
FSE:RK9
The Canadian Securities Exchange does not accept responsibility for the adequacy or accuracy of this
release and has neither approved nor disapproved the contents of this press release.
This news release includes certain statements that may be deemed “forward -looking statements”.
All statements in this news release, other than statements of historical facts, that address events or
developments that the Company expects to occur, are 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. Although the Company believes the expectations expressed in such forward-looking
statements are based on reasonable assumptions, such statements are not guarantees of future
performance and actual results may differ materially from those in the forward-looking statements.
Forward looking statements in this news release include statements respecting the use of net
proceeds of the LIFE Offering. Factors that could cause the actual results to differ materially from
those in forward -looking statements include the receipt of regulatory approvals, market prices,
continued availability of capital and financing, and general economic, market or business
conditions. Investors are cautioned that any such statements are not guarantees of future
performance and actual results or developments may differ materially from those projected in the
forward-looking statements. Forward-looking statements are based on t he beliefs, estimates and
opinions of the Company’s management on the date the statements are made. Except as required
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by applicable securities laws, the Company undertakes no obligation to update these forward -
looking statements in the event that management's beliefs, estimates or opinions, or other factors,
should change.