XXIX Announces Closing of $6.0 Million Financing
XXIX Announces Closing of $6.0 Million
Financing
Toronto, Ontario--(Newsfile Corp. - August 22, 2025) - XXIX Metal Corp. (
TSXV: XXIX
) ("
XXIX
" or the
"
Company
") is pleased to announce that it has closed its previously announced "best efforts" private
placement offering (the "
Offering
"). The Offering was led by Beacon Securities Limited ("
Beacon
") as
lead agent and bookrunner, on behalf of a syndicate of agents including Canaccord Genuity Corp., SCP
Resource Finance LP, and Haywood Securities Inc. (together with Beacon, the "
Agents
"). Pursuant to
the Offering, the Company issued 24,800,000 Ontario charity flow-through units (the "
Ontario FT Units
")
at a price of $0.121 per Ontario FT Unit (the "
Ontario FT Issue Price
") and 22,730,000 Québec charity
flow-through units (the "
Québec FT Units
" and, together with the Ontario FT Units, the "
Offered
Securities
") at a price of $0.132 per Québec FT Unit (the "
Québec FT Issue Price
") for combined
gross proceeds to the Company of $
6,001,160
.
Each Ontario FT Unit and Québec FT Unit consists of one common share of the Company (a "
FT
Share
") and one-half of one common share purchase warrant of the Company (each whole common
share purchase warrant, a "
Warrant
"), each of which will qualify as a "flow-through share" within the
meaning of (i) the
Income Tax Act
(Canada) (the "
Tax Act
"); (ii) the
Taxation Act, 2007
(Ontario) with
respect to the FT Shares and Warrants comprising the Ontario FT Units; and (iii) the
Taxation Act
(Québec) with respect to the FT Shares and Warrants comprising the Quebec FT Unit.
Each Warrant entitles the holder thereof to acquire one non-flow-through common share of the Company
(a "
Warrant Share
") at a price per Warrant Share of $0.12 for a period of 36 months from the closing of
the Offering.
The Offered Securities were issued pursuant to Part 5A of National Instrument 45-106 -
Prospectus
Exemptions
("
NI 45-106
") and in reliance on the amendments to Part 5A of NI 45-106 set forth in
Coordinated Blanket Order 45-935 -
Exemptions from Certain Conditions of the Listed Issuer
Financing Exemption
(collectively, the "
Listed Issuer Financing
Exemption
"). The Offered Securities
issued under the Listed Issuer Financing Exemption are not subject to a hold period in Canada.
The Company will use an amount equal to the gross proceeds from the sale of the Offered Securities to
incur eligible "Canadian exploration expenses" (i) that will qualify as "flow-through critical mineral mining
expenditures" as such terms are defined in the Tax Act; and (ii) in respect of Ontario resident
subscribers who are eligible individuals under the
Taxation Act
(Ontario), that will also qualify as "eligible
Ontario critical mineral exploration expenditures" (collectively, the "
Qualifying Expenditures
") related
to the Company's mineral properties located in Ontario, Canada and in Québec, Canada, on or before
December 31, 2026. All Qualifying Expenditures will be renounced in favour of the subscribers effective
on or before December 31, 2025.
The Offering is subject to the final approval of the TSX Venture Exchange.
Insiders of the Company participated in the Offering and purchased a total of 2,052,500 units of the
Company. Participation by insiders constitutes a related party transaction as defined in Multilateral
Instrument 61-101 -
Protection of Minority Security Holders in Special Transactions
("
MI 61-101
"). The
Company has relied on exemptions from the formal valuation and minority shareholder approval
requirements provided under section 5.5(a) and 5.7(1)(a) of MI 61-101 on the basis that neither the fair
market value of the securities issued under the Offering to insiders nor the consideration paid by insiders
of the Company exceeded 25% of the Company's market capitalization.
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" (as that term is defined in Rule
902(k) of Regulation S under the U.S. Securities Act) unless registered under the U.S. Securities Act
and applicable state securities laws or an exemption from such registration is available.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined
in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of
this news release.
About XXIX Metal Corp.
XXIX is advancing its Opemiska and Thierry Copper projects, two significant Canadian copper assets.
The Opemiska Project, one of Canada's highest-grade open pitable copper deposits, spans 21,333
hectares in Quebec's Chapais-Chibougamau region, with strong infrastructure and nearby access to the
Horne Smelter. A June 2025 resource update reported a pit constrained resource of 62.7 million tonnes
at 1.04% CuEq (Indicated) and 78.4 million tonnes at 0.41% CuEq (Inferred). The Thierry Project hosts
two past-producing open pits that transitioned to underground mining. Historically, copper concentrate
was shipped to the Horne Smelter in Rouyn-Noranda, QC. Significant infrastructure is already in place,
with the Thierry property being accessible via an all-season road, an airport within 5km, a provincial
power grid within 8km, and nearby rail. With these two high-potential projects, the Company has
solidified its position as a key player in the Canadian copper sector and has established itself as one of
Eastern Canada's largest copper developer.
For further information, please contact:
Guy Le Bel, Chief Executive Officer
Phone: 514.654.8550
Email:
Forward-Looking Statements
This news release contains "forward-looking information" within the meaning of applicable Canadian
securities legislation. Forward-looking information relates to future events or future performance and
reflect the current expectations or beliefs of management of the Company regarding future events as at
the date hereof. Forward-looking information includes, but is not limited to, statements about the tax
treatment of the Offered Securities and the timing to renounce all Qualifying Expenditures in favour of the
subscribers and use of proceeds of the Offering. Generally, forward-looking information can be identified
by words such as "may", "will", "should", "could", "expect", "plan", "intend", "anticipate", "believe",
"estimate", "predict" or "potential" or the negative or other variations of these words, or similar words or
phrases. Forward-looking statements involve significant risk, uncertainties and assumptions. Many
factors could cause actual results, performance or achievements to differ materially from the results
discussed or implied in the forward-looking statements. Such factors include, among other things: risk
that the Offering will not close on the anticipated timeline or at all on the anticipated terms, risk that the
Company will not receive all necessary approvals, risks related to uncertainties inherent in drill results
and the estimation of mineral resources, and risks associated with executing the Company's plans and
intentions. These factors should be considered carefully, and readers should not place undue reliance on
the forward-looking statements. Although the forward-looking statements contained in this news release
are based upon what management believes to be reasonable assumptions, the Company cannot assure
readers that actual results will be consistent with these forward-looking statements. These forward-
looking statements are made as of the date of this news release, and the Company assumes no
obligation to update or revise them to reflect new events or circumstances, except as required by law.
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THE UNITED STATES
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