Vortex Metals Closes First Tranche of Non- Brokered Private Placement and Announces Warrant Extension
Vortex Metals Closes First Tranche of Non-
Brokered Private Placement and Announces
Warrant Extension
Vancouver, British Columbia--(Newsfile Corp. - April 8, 2026) - Vortex Metals Inc. (TSXV: VMS) (FSE:
DM8) (OTCQB: VMSSF) ("
Vortex
" or the "
Company
") is pleased to announce that, further to its news
release dated March 9, 2026, it has closed its previously announced non-brokered private placement
(the "
Offering
") for gross proceeds of $474,900 comprising of 9,498,000 units (each, a "
Unit
") at a
price of $0.05 per Unit.
Each Unit consists of one common share in the capital of the Company (a "
Common Share
") and one-
half of one Common Share purchase warrant (each whole warrant, a "
Warrant
"). Each Warrant is
exercisable into one Common Share at a price of $0.06 per Warrant for a period of three years from the
date of issuance, subject to adjustment in certain events. The expiry date of the Warrants is subject to
acceleration such that, if after 12 months from the date of issuance, the closing price of the Common
Shares on any Canadian stock exchange equals or exceeds $0.20 for 10 consecutive trading days, the
Issuer, within 15 business days of such event, shall be entitled to accelerate the expiry date of the
Warrants to a date that is 30 calendar days from the date that notice of such acceleration is given via
news release by the Issuer (the "
Accelerated Exercise Period
"), with the new expiry date specified in
such news release; any unexercised Warrants shall automatically expire at the end of the Accelerated
Exercise Period (the "
Acceleration Provision
").
In connection with the Offering, the Company paid cash commissions of $15,600 to certain finders and
issued 312,000 non-transferable finder's warrants (the "
Finder's Warrants
"). Each Finder's Warrant
entitles the holder thereof to purchase one Common Share at an exercise price of $0.06 per Common
Share for a period of 36 months from the date of issuance, subject to the Acceleration Provision.
The Company intends to use the gross proceeds of the Offering for exploration activities at the
Company's Illapel Copper-Silver Project in Chile and for general working capital purposes.
All securities issued with respect to the Offering are subject to a hold period expiring on August 8, 2026,
in addition to such other restrictions as may apply under applicable securities laws. The Offering remains
subject to final acceptance from the TSX Venture Exchange (the "
TSXV
").
In connection with the closing, insiders of the Company subscribed for a total of 2,000,000 Units, for a
subscription price of $100,000, under the Offering (the "
Insider
Participation
"). The Insider
Participation constitutes a "related party transaction" within the meaning of Multilateral Instrument 61-101
-
Protection of Minority Securityholders in Special Transactions
("
MI 61-101
"). The Company has
relied on the exemptions from the formal valuation and minority shareholder approval requirements of MI
61-101 contained in Sections 5.5(a) and 5.7(1)(a), respectively, in respect of the Insider Participation as
the fair market value of the Units issued to insiders in connection with the Private Placement does not
exceed 25% of the market capitalization of the Company, as determined in accordance with MI 61-101.
The Company did not file a material change report in respect of the related party transaction at least 21
days before the closing of the Private Placement, which the Company deems reasonable in the
circumstances in order to complete the Private Placement in an expeditious manner.
None of the securities sold under the Offering have been and will not be registered under the United
States Securities Act of 1933, as amended, and no such securities may be offered or sold in the United
States absent registration or an applicable exemption from the 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 any jurisdiction in which such offer, solicitation or sale would be
unlawful.
Warrant Extension
The Company also announces that, subject to receipt of all necessary regulatory approvals, it will amend
the expiry date of certain common share purchase warrants previously issued in connection with a
private placement as follows:
Date of
issuance
Number of
warrants
Exercise
price
Original expiry
date
Amended expiry
date
April 25, 2024
9,864,707
$0.135
April 25, 2026
April 25, 2027
Shares for Debt
The Company also announces that it has agreed to convert US$75,000 or C$103,500 (based on current
exchange rate of 1.38), which represents 50% of the option payment that was due in May 2025, related
to its option agreement with Windows Minerals SCM ("
Windows
"), owner of concessions representing
the Illapel Copper project. The Company signed the option agreement with Windows on November 17,
2023, and has an option to earn up to 80% in the Illapel Copper project subject to meeting terms of the
option agreement. The Company will issue 2,070,000 Common Shares at C$0.05 per Common Share
to Windows to settle the C$103,500 obligation (the "
Debt Settlement
"). The Debt Settlement remains
subject to the receipt of all necessary regulatory and TSXV approvals, as the case may be. All securities
issued in connection with the Debt Settlement will be subject to a statutory hold period expiring four
months and one day after the date of issuance.
About Vortex Metals Inc.
Vortex Metals Inc. is a copper focused exploration and development company with a diversified portfolio
of exploration projects in Chile and Mexico. Vortex holds an option to acquire up to 80% interest in the
brownfield Illapel Copper Project in Chile and through its Mexican subsidiary Empresa Minera Acagold,
S.A. de C.V., it owns 100% interest in two drill-ready high-potential copper-gold volcanogenic massive
sulfide (VMS) properties, Riqueza Marina and Zaachila, in Oaxaca, Mexico. The Company emphasizes
responsible exploration, community engagement, and environmental stewardship to meet the rising
global demand for copper.
Contact Information:
Vikas Ranjan, President
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of
the TSXV) accepts responsibility for the adequacy or accuracy of this news release.
Forward-Looking Statements
This news release includes certain statements and information that may constitute forward-looking
information within the meaning of applicable Canadian securities laws. Forward-looking statements
relate to future events or future performance and reflect the expectations or beliefs of management of
the Company regarding future events. Generally, forward-looking statements and information can be
identified by the use of forward-looking terminology such as "intends" or "anticipates", or variations of
such words and phrases or statements that certain actions, events or results "may", "could", "should",
"would" or "occur". This information and these statements, referred to herein as "forward-looking
statements", are not historical facts, are made as of the date of this news release and include without
limitation, statements regarding discussions of future plans, estimates and forecasts and statements
as to management's expectations and intentions with respect to, among other things: the intended use
of proceeds raised under the Offering; the receipt of final regulatory approval from the TSXV; the
proposed extension of the warrants; and the TSXV's approval of the Debt Settlement.
These forward-looking statements involve numerous risks and uncertainties and actual results might
differ materially from results suggested in any forward-looking statements. These risks and
uncertainties include, among other things: market uncertainty; changes in the Company's business
plans impacting the intended use of proceeds raised under the Offering; that the Company will not
receive the required regulatory approvals or approval from the TSXV in connection with the Offering;
the risk that the TSXV will not approve the extension of the warrants; and the risk that the TSXV will not
approve the Debt Settlement.
In making the forward looking statements in this news release, the Company has applied several
material assumptions, including without limitation, that: the Company will use the proceeds of the
Offering as currently anticipated; the Company will receive approval from the TSXV in connection with
the Offering; the Company will receive approval from the TSXV to extend the warrants; and the
Company will receive approval from the TSXV for the Debt Settlement. Although management of the
Company has attempted to identify important factors that could cause actual results to differ materially
from those contained in forward-looking statements or forward-looking information, there may be other
factors that cause results not to be as anticipated, estimated or intended. There can be no assurance
that such statements 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 statements and forward-looking information. Readers are cautioned that
reliance on such information may not be appropriate for other purposes. The Company does not
undertake to update any forward-looking statement, forward-looking information or financial outlook
that are incorporated by reference herein, except in accordance with applicable securities laws.
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