Key Highlights
~C$30.1 million in gross proceeds significantly strengthens AuMEGA's balance sheet and funding runway.
Strong institutional backing with new cornerstone investors, including Condire Investors, LLC (19.9%) and Nokomis Capital, LLC (9.2%).
Continued support from strategic shareholder B2Gold Corp. (9.9%).
Expanded participation from global institutions including Franklin Resources, Inc. (8.2%) and Schroders plc (5.2%).
Fully funded to execute a larger-scale exploration program across Cape Ray, Cape Ray West (including Isle aux Morts Granite), and Bunker Hill.
Edmonton, Alberta--(Newsfile Corp. - April 15, 2026) - AuMEGA Metals Ltd (ASX: AAM) (TSXV: AUM) (OTCQB: AUMMF) ("AuMEGA" or "the Company") is pleased to announce the successful closing of its previously announced ~C$30.1 million financing (the "Financing"), marking a transformational step in strengthening the Company's balance sheet and positioning it for accelerated exploration and discovery.
The Financing was completed in two tranches in accordance with ASX Listing Rules 7.1 and 7.1A. The first tranche ("Tranche One") closed on March 5, 2026, raising gross proceeds of approximately C$5.4 million, with the second tranche ("Tranche Two") closing following shareholder approval at the Company's special meeting held on April 10, 2026 (Australia) / April 9, 2026 (North America), contributing gross proceeds of approximately C$24.7 million.
AuMEGA Metals Managing Director and CEO, Sam Pazuki commented:
"The successful completion of this financing represents a pivotal moment for AuMEGA. Not only have we materially strengthened our balance sheet, but we have also significantly enhanced the quality of our shareholder register with the addition of several globally recognized institutional investors.
We emerge from this process with a predominantly institutional shareholder base, anchored by Condire Investors and supported by our long-term strategic investor, B2Gold. This level of backing reflects growing confidence in both the scale of our land position and the discovery potential we see across our district.
With this capital in place, we are fully funded to execute expanded exploration programs including inaugural drilling of the Isle aux Morts Granite, potential expansion of our resource1 and additional exploration activities and drilling at Bunker Hill. Our focus remains on disciplined, systematic exploration across our 110-kilometre land package along the Cape Ray Shear Zone and Hermitage.
We have long believed that Newfoundland is the next major mining jurisdiction in Canada, and we believe AuMEGA is uniquely positioned with a defined resource base1, district-scale control, and a strong technical and leadership team-to unlock significant long-term value for shareholders."
Financing Overview
The Financing consisted of the following securities (with the terms of the securities described below):
Hard Dollar Units ("HD Units")
408,973,412 HD Units at C$0.04 per HD Unit
Gross proceeds: Approximately C$16,358,936
Premium Flow-Through Units ("PFT Units")
233,376,589 PFT Units at C$0.0544 per PFT Unit
Gross proceeds: Approximately C$12,695,686
Flow-Through Shares ("FT Shares")
22,127,660 FT Shares at C$0.047 per FT Share
Gross proceeds: Approximately C$1,040,000
Each HD Unit and PFT Unit consisted of one common share (a "Share") and one common share purchase warrant (a "Warrant"). Each Warrant entitles the holder to acquire one common share at a price of C$0.055 for a period of 30 months from the closing date of Tranche One (as defined above).
Use of Proceeds
Net proceeds of the Financing are expected to be used primarily for:
The advancement of the Company's exploration programs in Newfoundland, Canada;
To fund expanded drill programs across Cape Ray Resource, Cape Ray West (including Isle aux Morts Granite), and Bunker Hill;
To support ongoing target generation and early-stage exploration; and
To provide working capital and general corporate purposes.
The Company notes that exploration programs are subject to final budgeting, permitting, weather conditions and operational planning.
Financing Details
Premium Flow Through (or Charity Flow Through): Approximately C$12.7 million of PFT Units priced at C$0.0544 each (which is equivalent to approximately A$0.0562 based on the exchange rate for converting Canadian dollars into Australian dollars of C$1=A$1.0330549 on 12 February 2026 (the "Exchange Rate") per PFT Unit, represented a 36% premium to the HD Unit price of C$0.04. A total of approximately 233.4 million Shares and 233.4 million Warrants comprising the Premium FT Units fall into this category.
Traditional Flow Through: Approximately C$1 million of FT Shares priced at C$0.047 each (which is equivalent to approximately A$0.049 based on the Exchange Rate) per FT Share representing a premium of 17.5% to the HD Unit price of C$0.04.
Hard Dollars: Approximately C$16.4 million of HD Units priced at C$0.04 each (which is equivalent to approximately A$0.0413 based on the Exchange Rate) per HD Unit, priced at market to the TSXV close price on 11 February 2026 and an 8.7% premium to the ASX close price on 10 February 2026 for a total of approximately 409 million HD Units issued.
Insiders: Company insiders subscribed for 1,350,000 HD Units and 851,064 FT Shares.
Certain directors and officers of the Company participated in the Financing and subscribed for an aggregate of 2,201,064 Shares, making it a related party transaction as defined under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). Such participation is exempt from the formal valuation per section 5.5(b) of MI 61-101, and minority shareholder approval requirements per section 5.7(1)(a) of MI 61-101, as neither the fair market value of any Shares issued to or the consideration paid by such insiders exceeds 25 percent of the Company's market capitalisation. The Company filed a material change report more than 21 days before the date of the Tranche Two closing.
Flow-Through Shares
The Shares comprising the PFT Units and the FT Shares were issued as "flow-through shares" within the meaning of subsection 66(15) of the Income Tax Act (Canada) (the "Tax Act"). The Warrants comprising the PFT Units will not be flow-through warrants for the purposes of the Tax Act. The tax benefits associated with such Shares are available only to the initial Canadian subscribers. The Company is expected to use an amount equal to the gross proceeds from the sale of the FT Shares and the gross proceeds from the sale of the Shares underlying the PFT Units to incur eligible "Canadian exploration expenses" (as defined in the Tax Act): (i) that will qualify as "flow-through mining expenditures" (as defined in the Tax Act) (the "Qualifying Expenditures") related to the Company's exploration activities in Canada on or before 31 December 2027. All Qualifying Expenditures will be renounced in favour of the Canadian applicable subscribers effective 31 December 2026.
The term "flow-through share" is defined under Canadian tax legislation and does not represent a special class of shares under corporate law. Shares issued under the Financing will rank pari passu with existing common shares.
All securities issued are subject to a statutory hold period of four months and one day in accordance with applicable Canadian securities laws. All Shares and Warrants issued are subject to a hold period of four months plus a day from the date of issuance and resale rules will apply in accordance with applicable Canadian securities laws. All securities were issued on a private placement basis to institutional, professional and accredited investors. The Company did not issue any securities using section 5A.2 of National Instrument 45-106 - Prospectus Exemptions and Coordinated Blanket Order 45-935 - Exemptions From Certain Conditions of the Listed Issuer Financing Exemption (collectively, the "LIFE Exemption") and, accordingly, the offering document dated February 12, 2026 (the "LIFE Document") of the Company prepared in respect of the LIFE Exemption will not be used for any part of the Financing and the Company did not issue any Shares or Warrants under the LIFE Document.
This news release does not constitute an offer to sell or a solicitation of an offer to sell any 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 unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
Additional Information
In connection with the Financing, the Agents will be paid a cash commission equal to 6% on the gross proceeds of the Financing, excluding funds raised from Company insiders, B2Gold, and others in the President's List. There is no fee to be paid by the Company in connection with B2Gold's subscription. The cash commission of the agents will be reduced to 3% or less of the gross proceeds received from subscribers on the President's List.
The Company will pay a finder's fee to a third-party equivalent to 6% of Condire Investors, LLC's subscription amount.
- ENDS -
This announcement has been authorised for release by the Company's Board of Directors.
Neither the TSXV nor its Regulation Services Provider (as that term is defined in policies of the TSXV) accepts responsibility for the adequacy or accuracy of this press release.
About the Company
AuMEGA Metals Ltd (ASX: AAM) (TSXV: AUM) (OTCQB: AUMMF) is utilising best-in-class exploration to explore on its district scale land package that spans 110 kilometers along the Cape Ray-Valentine Shear Zone, a significant under-explored geological structure in Newfoundland, Canada. This zone currently hosts Equinox Gold's Valentine Gold Project, a multi-million-ounce deposit which is the region's largest gold project, along with AuMEGA's expanding Mineral Resource.
The Company is supported by a diverse shareholder registry of prominent global institutional investors, and strategic investment from B2Gold Corp, a significant, intermediate gold producer.
Additionally, AuMEGA holds a 27-kilometre stretch of the highly prospective Hermitage Flexure and has also secured an Option Agreement for the Blue Cove Copper Project in southeastern Newfoundland, which exhibits strong potential for copper and other base metals.
AuMEGA's Cape Ray Shear Zone hosts several dozen high potential targets along with its existing defined gold Mineral Resource of 6.2 million tonnes grading an average of 2.25 g/t gold, totaling 450,000 ounces of Indicated Resources, and 3.4 million tonnes grading an average of 1.44 g/t gold, totaling 160,000 ounces in Inferred Resources2.
AuMEGA acknowledges the financial support of the Junior Exploration Assistance Program, Department of Industry, Energy and Technology, Provincial Government of Newfoundland and Labrador, Canada.
Reference to Previous Announcements
In relation to this news release, all data used to assess targets have been previously disclosed by the Company and referenced in previous JORC Table 1 releases. Please see announcements dated: 6 March 2026, 25 February 2026, 18 February 2026, 4 February 2026, 15 January 2026, 8 January 2026, 16 October 2025, 30 May 2023, 6 May 2020 and 4 February 2020.
In relation to the Mineral Resource estimate announced on 30 May 2023, the Company confirms that all material assumptions and technical parameters underpinning the estimates in that announcement continue to apply and have not materially changed. The Company confirms that the form and context in which the Competent Person's findings are presented have not been materially modified from the original market announcement.
Qualified Person (NI 43-101)
The scientific and technical information in this press release was reviewed and approved by Shamus Duff, P. Geo., Project Geologist. Mr. Duff is a Qualified Person as defined under National Instrument 43-101 Standards of Disclosure for Mineral Projects and a Professional Geologist registered with Professional Engineers and Geoscientists of Newfoundland and Labrador (PEGNL). Mr. Duff consents to the publication of this press release and certifies that the information provided fairly and accurately represents the scientific and technical information disclosed in it.
Technical Report
Additional scientific and technical information regarding the Company's mineral project is contained in the technical report titled "Technical Report on the Cape Ray Gold Project, Newfoundland, Canada" dated May 28, 2024 (with an effective date of May 26, 2024), prepared by Trevor Rabb (P. Geo.) and Ronald Voordouw, (P. Geo) of Equity Exploration Consultants Ltd., and Andrew Kelly (P. Eng.) of Blue Coast Research.
Forward-Looking Statements
This press release contains certain "forward-looking information" within the meaning of applicable Canadian securities legislation. Such forward-looking information is not representative of historical facts or information or current condition but instead represent only the Company's beliefs regarding future events, plans or objectives, many of which, by their nature, are inherently uncertain and outside of the Company's control. Generally, such forward-looking information or forward-looking statements can be identified by the use of forward-looking terminology such as "plans," "expects" or "does not expect," "is expected," "budget," "scheduled," "estimates," "forecasts," "intends," "anticipates" or "does not anticipate," or "believes," or variations of such words and phrases or may contain statements that certain actions, events or results "may," "could," "would," "might" or "will be taken," "will continue," "will occur" or "will be achieved". Forward-looking information may relate to anticipated events or results including but not limited to: the receipt of regulatory approvals; the intended use of proceeds from the Financing; the Company's planned drilling and exploration programs; and the timing, scope and success of such programs.
By identifying such information in this manner, AuMEGA is alerting the reader that such information and statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results to be materially different from those expressed or implied by such information and statements. In addition, in connection with the forward-looking information and forward-looking statements contained in this press release, the Company has made certain assumptions. Although the Company believes that the assumptions and factors used in preparing, and the expectations contained in, the forward-looking information and statements are reasonable, undue reliance should not be placed on such information, and no assurance or guarantee can be given that such forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information Among others, the key factors that could cause actual results to differ materially from those projected in the forward-looking information and statements are the following: delays in obtaining required approvals from regulators, changes in general economic, business and political conditions, including changes in the financial markets; delays in obtaining required licenses or approvals; and delays or unforeseen costs incurred in connection with drilling. Should one or more of these risks, uncertainties or other factors materialize, or should assumptions underlying the forward-looking information prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected.
The forward-looking information contained in this press release is made as of the date of this press release, and the Company does not undertake to update any forward-looking information that are contained or referenced herein, except in accordance with applicable securities laws.
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES
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1 News release dated 30 May 2023
2 News release dated 30 May 2023
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