Mr. Victor Cantore reports
AMEX EXPLORATION RAISES C$59 MILLION IN TOTAL AS IT CLOSES SECOND TRANCHE OF PRIVATE PLACEMENT
Amex Exploration Inc. has closed its previously announced best-efforts private placement offering of 11,110,150 common shares of the company at a price of $4.50 per common share, which includes the full exercise of the option granted to the agents (as defined herein), for gross proceeds of $49,995,675. The LIFE offering was made in reliance on the listed issuer financing exemption available under Part 5A of NI 45-106, as amended by Coordinated Blanket Order 45-935 -- Exemptions from Certain Conditions of the Listed Issuer Financing Exemption.
In addition to the LIFE offering, the company has completed a first tranche of the brokered portion of its previously announced concurrent private placement, consisting of 394,011 common shares at the offering price for additional gross proceeds of $1,773,049.50 (the first tranche).
The company expects to close its previously announced concurrent non-brokered private placement of 1,622,222 common shares at the offering price for additional gross proceeds of $7,299,999 after the close of markets today.
The LIFE offering and first tranche were completed pursuant to the terms of an agency agreement dated May 21, 2026, among National Bank Financial Inc. and MDCP Securities Ltd., as joint bookrunners and co-lead agents, ATB Capital Markets Corp. and Haywood Securities Inc., and the company. As consideration for their services in connection with the LIFE offering and the first tranche, the company paid the agents a cash commission equal to $2,499,783.75.
The net proceeds of the LIFE offering and the first tranche will be used to finance the capital expenditures for the company's bulk sampling program and a portion of the phase 1 development of the Perron gold project, a feasibility study on the phase 2 development of the project, exploration of the company's properties, and general corporate purposes.
The common shares issued under the LIFE offering to purchasers resident in Canada are immediately freely tradeable under applicable Canadian securities laws. The common shares issued under the first tranche are subject to a four-month hold period under applicable Canadian securities laws. The LIFE offering and the first tranche remain subject to final acceptance by the TSX Venture Exchange.
As detailed in the company's news release dated May 15, 2026, strategic investor Eldorado Gold Corp. has indicated an interest to purchase up to $15-million (U.S.) of common shares under the brokered portion of the concurrent private placement and is entitled to purchase up to 4,864,923 common shares at the offering price in accordance with the investor rights agreement dated Jan. 16, 2024, between the company and Eldorado. Completion of the Eldorado investment remains subject to receipt of all required approvals, including Eldorado being approved as a control person of the company (as defined in, and in accordance with, the policies of the TSX-V) by the company's disinterested shareholders at the company's upcoming annual general and special meeting of its shareholders to be held on June 16, 2026, as required by the TSX-V prior to the issuance of any further securities to Eldorado. Subject to receipt of disinterested shareholder approval at the meeting, it is anticipated that the Eldorado investment will close as a subsequent tranche of the brokered portion of the concurrent private placement following the meeting.
Multilateral Instrument 61-101 disclosure
Victor Cantore, the president and chief executive officer of the company, and an insider of the company under applicable Canadian securities laws, subscribed for an aggregate of 394,011 common shares at the offering price under the first tranche, for gross proceeds of $1,773,049.50. The subscription by an insider of the company is considered to be a related party transaction of the company for purposes of Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions (in Quebec, Regulation 61-101 respecting protection of Minority Security Holders in Special Transactions) and Policy 5.9 -- Protection of Minority Securityholders in Special Transactions of the Corporate Finance Manual of the TSX-V. The company did not file a material change report more than 21 days before the expected closing date of the first tranche as the details of the transactions were not settled until shortly prior to the closing of the first tranche and the company wished to close the first tranche on an expedited basis for sound business reasons. In completing the first tranche, the company relied upon exemptions from the formal valuation and minority shareholder approval requirements under MI 61-101. The company is exempt from the formal valuation and minority shareholder approval requirements in sections 5.4 and 5.7(1)(a), respectively, of MI 61-101 in reliance on, among others, sections 5.5(a) and 5.7(1)(a) of MI 61-101, as the fair market value of the transaction, insofar as it involves interested parties, does not exceed 25 per cent of the company's market capitalization.
About Amex Exploration Inc.
Amex Exploration has made significant high-grade gold discoveries, along with copper-rich volcanogenic massive sulphide (VMS) zones, at its 100-per-cent-owned Perron gold project, located approximately 110 kilometres north of Rouyn-Noranda, Que. The Perron project in Quebec consists of 183 contiguous claims for a surface area of 65.75 square kilometres. The project hosts several zones of high-grade gold mineralization, VMS mineralization and hybrid gold-rich VMS mineralization.
When combined with the adjacent and contiguous Perron West project and Abbotsford and Hepburn projects (including additional claims acquired through staking) in Ontario, the consolidated land package spans a district-scale 570.94 square km. This extensive property lies within highly prospective geology favourable for both high-grade gold and VMS mineralization.
The project benefits from excellent infrastructure: it is accessible by a year-round road, located just 30 minutes from an airport and approximately 6.5 km from the town of Normetal. It is also in close proximity to several process plants owned by major gold producers.
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