Subject: Auscan Resources Inc. - News Release
Word Document
File: '\\swfile\EmailIn\20250822 144736 Attachment ACR2025.08.22_News Release closing of private placement_final .docx'
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AUSCAN RESOURCES INC.
#1305 - 1090 West Georgia Street | Vancouver, BC V6E 3V7 | T: 604-685-9316 | F: 604-683-1585 | TSX-V: ACR.H
Auscan Resources Closes Private Placement
VANCOUVER, BRITISH COLUMBIA - August 22th, 2025 - Auscan Resources Inc. (the "Company" or "Auscan") (TSX-V: ACR.H) announces the closing of the private placement financing (the "Financing") announced July 28th, 2025 and August 18th, 2025 by issuing a total of 1,040,000 units (the "Units") at $0.15 per Unit, each comprising one common share (a "Share") and a half warrant, with each whole warrant (a "Warrant") entitling the holder to purchase an additional common share (a "Warrant Share") at $0.20 per Warrant Share for one year. In addition, the Company issued 460,000 Units at $0.18 per Unit, each comprising one Share and half of a Warrant. Each whole Warrant entitles the holder to purchase a Warrant Share at $0.24 per Warrant Share for one year. Total proceeds of $238,800 from the Financing will be used for general working capital purposes. All Shares and Warrants issued are subject to a four month hold period from the date of closing. Certain Warrants have restrictions which will prohibit exercise in certain circumstances.
In addition, the Company announces that the exercise price of 35,000 options, granted to non-insiders, was amended from $0.27 per share to $0.24 per share. All other terms of the options remained the same.
Certain insiders of the Company participated in the Private Placement and purchased in aggregate 835,000 Units for a total of $139,050. Participation of insiders in the offering constituted a "related party transaction" as defined under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"), but was exempt from the formal valuation and minority shareholder approval requirements of MI 61-101, as neither the fair market value of the securities issued to the insider nor the consideration paid by the insiders exceeded 25% of the Company's market capitalization. None of the Company's directors expressed any contrary views or disagreements with respect to the foregoing. The Company did not file a material change report 21 days prior to the closing of the Offering as the details of the participation of the insiders of the Company had not been confirmed at that time.
Insiders that participated in the Financing included Nick DeMare, interim CEO, interim CFO and a director of the Company. In total Mr. DeMare acquired (the "Acquisition") beneficial ownership of, or control or direction over 770,000 Units of the Company by purchasing 310,000 Units at $0.15 per Unit and 65,000 Units at $0.18 per Unit of the Company through DNG Holdings Ltd., a private corporation wholly-owned by Mr. DeMare. Mr. DeMare also purchased 395,000 Units at $0.18 per Unit through 888 Capital Corp., a private
corporation 50% owned by Mr. DeMare.
Immediately before the Acquisition referred to above, Mr. DeMare held 11,000 Shares, 98,000 warrants and 79,000 stock options, representing approximately 0.43% of the then issued and outstanding Shares of Auscan on an undiluted basis or 6.8% on a partially-diluted basis.
Following the Acquisition, Mr. DeMare holds, directly and indirectly, 781,000 Shares, 483,000 Warrants and 79,000 stock options representing approximately 19.16% of the outstanding Shares of Auscan on an undiluted basis or 26.14% on a partially-diluted basis assuming the exercise of 385,000 Warrants acquired from this Financing.
As a result of the Acquisition, Mr. DeMare's beneficial ownership of, or control or direction over, the Shares increased from 0.43% to 19.16% on an undiluted basis and from 6.8% to 26.14% on a partially-diluted basis. As a result of this transaction, Mr. DeMare, directly and indirectly, acquired securities in an amount equal to 2% or more of the issued and outstanding Shares on an undiluted and a partially-diluted basis.
Mr. DeMare acquired the Shares for investment purposes only and will maintain his holdings in Auscan. In the future, Mr. DeMare may take such actions in respect of his holdings in the Company as he may deem appropriate, depending on the then market conditions and circumstances.
For further information or to obtain a copy of the Early Warning Report filed by Mr. DeMare on SEDAR+ under Auscan's profile, please contact Mr. DeMare at 1.604.685.9316.
On behalf of the Board,
Nick DeMare, Director
Tel: 604 685 9316
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.
PDF Document
File: Attachment ACR2025.08.22_News Release closing of private placement_final .pdf
AUSCAN RESOURCES INC.
#1305 - 1090 West Georgia Street | Vancouver, BC V6E 3V7 | T: 604-685-9316 | F: 604-683-1585 | TSX-V: ACR.H
Auscan Resources Closes Private Placement
VANCOUVER, BRITISH COLUMBIA August 22th, 2025 Auscan Resources Inc. (the "Company" or
"Auscan") (TSX-V: ACR.H) announces the closing of the private placement financing (the "Financing")
announced July 28th, 2025 and August 18th, 2025 by issuing a total of 1,040,000 units (the "Units") at $0.15
per Unit, each comprising one common share (a "Share") and a half warrant, with each whole warrant (a
"Warrant") entitling the holder to purchase an additional common share (a "Warrant Share") at $0.20 per
Warrant Share for one year. In addition, the Company issued 460,000 Units at $0.18 per Unit, each comprising
one Share and half of a Warrant. Each whole Warrant entitles the holder to purchase a Warrant Share at $0.24
per Warrant Share for one year. Total proceeds of $238,800 from the Financing will be used for general
working capital purposes. All Shares and Warrants issued are subject to a four month hold period from the
date of closing. Certain Warrants have restrictions which will prohibit exercise in certain circumstances.
In addition, the Company announces that the exercise price of 35,000 options, granted to non-insiders, was
amended from $0.27 per share to $0.24 per share. All other terms of the options remained the same.
Certain insiders of the Company participated in the Private Placement and purchased in aggregate 835,000
Units for a total of $139,050. Participation of insiders in the offering constituted a "related party transaction"
as defined under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special
Transactions ("MI 61-101"), but was exempt from the formal valuation and minority shareholder approval
requirements of MI 61-101, as neither the fair market value of the securities issued to the insider nor the
consideration paid by the insiders exceeded 25% of the Company's market capitalization. None of the
Company's directors expressed any contrary views or disagreements with respect to the foregoing. The
Company did not file a material change report 21 days prior to the closing of the Offering as the details of the
participation of the insiders of the Company had not been confirmed at that time.
Insiders that participated in the Financing included Nick DeMare, interim CEO, interim CFO and a director of
the Company. In total Mr. DeMare acquired (the "Acquisition") beneficial ownership of, or control or
direction over 770,000 Units of the Company by purchasing 310,000 Units at $0.15 per Unit and 65,000 Units
at $0.18 per Unit of the Company through DNG Holdings Ltd., a private corporation wholly-owned by Mr.
DeMare. Mr. DeMare also purchased 395,000 Units at $0.18 per Unit through 888 Capital Corp., a private
corporation 50% owned by Mr. DeMare.
Immediately before the Acquisition referred to above, Mr. DeMare held 11,000 Shares, 98,000 warrants and
79,000 stock options, representing approximately 0.43% of the then issued and outstanding Shares of Auscan
on an undiluted basis or 6.8% on a partially-diluted basis.
Following the Acquisition, Mr. DeMare holds, directly and indirectly, 781,000 Shares, 483,000 Warrants and
79,000 stock options representing approximately 19.16% of the outstanding Shares of Auscan on an undiluted
basis or 26.14% on a partially-diluted basis assuming the exercise of 385,000 Warrants acquired from this
Financing.
As a result of the Acquisition, Mr. DeMare's beneficial ownership of, or control or direction over, the Shares
increased from 0.43% to 19.16% on an undiluted basis and from 6.8% to 26.14% on a partially-diluted basis.
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As a result of this transaction, Mr. DeMare, directly and indirectly, acquired securities in an amount equal to
2% or more of the issued and outstanding Shares on an undiluted and a partially-diluted basis.
Mr. DeMare acquired the Shares for investment purposes only and will maintain his holdings in Auscan. In
the future, Mr. DeMare may take such actions in respect of his holdings in the Company as he may deem
appropriate, depending on the then market conditions and circumstances.
For further information or to obtain a copy of the Early Warning Report filed by Mr. DeMare on SEDAR+
under Auscan's profile, please contact Mr. DeMare at 1.604.685.9316.
On behalf of the Board,
Nick DeMare, Director
Tel: 604 685 9316
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.
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