Dr. Rebecca Hunter reports
GEIGER ENERGY ANNOUNCES EQUITY OFFERINGS FOR GROSS PROCEEDS OF UP TO C$7 MILLION
Geiger Energy Corp. has entered into an agreement with Red Cloud Securities Inc. and Haywood Securities Inc. to act as co-lead agents and joint bookrunners in connection with a best efforts public offering for the sale of the following:
- Units of the company at a price of 22 cents per unit, subject to the minimum sale of 4,545,455 units for minimum gross proceeds of $1-million.10 from the sale of units;
- Up to 6,153,846 flow-through units of the company to be sold to charitable purchasers at a price of 32.5 cents per first tranche charity FT unit for gross proceeds of up to $1,999,999.95 from the sale of first tranche charity FT units;
- Flow-through units of the company to be sold to charitable purchasers at a price of 30 cents per second tranche charity FT unit.
The units and charity FT units shall collectively be referred to as the public offering securities.
Each unit will consist of (i) one common share of the company and (ii) one-half of one common share purchase warrant. Each charity FT unit will consist of (i) one common share of the company and (ii) one-half of one common share purchase warrant. Each charity FT share and each whole charity FT warrant comprising a charity FT unit will qualify as a flow-through share within the meaning of Subsection 66(15) of the Income Tax Act (Canada). Each unit warrant and charity FT warrant shall entitle the holder to purchase one common share of the company on a non-flow-through basis at a price of 30 cents at any time on or before that date which is 36 months after the closing date (as defined below).
The company has granted to the agents an option, exercisable, in whole or in part, at any time for a period of up to 30 days after and including the closing date, to sell the number of additional public offering securities equal to up to 15 per cent of the number of public offering securities sold pursuant to the marketed public offering at their respective offering prices to cover overallotments, if any, and for market stabilization purposes.
Concurrently with the marketed public offering, the company has engaged the agents to act as co-lead agents and joint bookrunners in connection with a best efforts private placement for the sale of flow-through shares of the company at a price of 25 cents per FT share. Each FT share will qualify as a flow-through share within the meaning of Subsection 66(15) of the Income Tax Act.
The company also grants the agents an option, exercisable in full or in part up to 48 hours prior to the closing of the marketed private placement, to sell up to that number of additional FT shares that is equal to up to 15 per cent of the FT shares issued pursuant to the marketed private placement at the FT share price. The marketed private placement and the FT shares issuable upon exercise of the agents' option shall be collectively referred to as the private placement. The public offering and the private placement shall collectively be referred to as the offerings.
The company intends to raise a minimum of $4-million to a maximum of $7-million in aggregate gross proceeds from the marketed public offering and marketed private placement (up to $8.05-million in aggregate gross proceeds assuming the overallotment option and agents' option are exercised in full).
The net proceeds from the offerings will be used by the company to finance the exploration of the company's projects in the Thelon basin in Nunavut and the Athabasca basin in Northern Saskatchewan as well as for general working capital purposes.
The gross proceeds from the sale of charity FT units and FT shares will be used by the company to incur eligible Canadian exploration expenses that qualify as flow-through critical mineral mining expenditures as such terms are defined in the Income Tax Act related to the company's uranium projects in the Thelon basin in Nunavut and the Athabasca basin in Northern Saskatchewan, on or before Dec. 31, 2027. All qualifying expenditures will be renounced in favour of the subscribers of the FT shares and charity FT units effective Dec. 31, 2026.
The public offering securities will be sold by way of a short-form prospectus to be filed with the securities regulatory authorities in each of the provinces of Canada, except Quebec pursuant to National Instrument 44-101 -- Short Form Prospectus Distributions.
The FT shares will be offered by way of the accredited investor and minimum amount investment exemptions under National Instrument 45-106 -- Prospectus Exemptions in all of the provinces of Canada. The FT shares will be subject to a hold period in Canada ending on the date that is four months plus one day following the closing date as defined in Subsection 2.5(2) of Multilateral Instrument 45-102 -- Resale of Securities.
In connection with the offerings, the company has agreed to pay to the agents a cash commission equal to 6.0 per cent of the gross proceeds raised in respect of the offerings. In addition, the company will issue to the agents such number of warrants of the company that is equal to 6.0 per cent of the number of units and charity FT units sold pursuant to the public offering. Each broker warrant will entitle the holder thereof to purchase one common share of the company at the unit price at any time on or before the date that is 36 months following the closing date. In addition, the company will issue to the Agents such number of warrants of the company that is equal to 6.0 per cent of the number of FT shares sold pursuant to the private placement. Each PP broker warrant will entitle the holder thereof to purchase one common share of the company at the FT share price at any time on or before the date that is 36 months following the closing date.
The closing of the offerings is expected to occur on or around May 7, 2026, or on such date as agreed upon between the company and Red Cloud. completion of the offerings is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory approvals, including the approval of the TSX Venture Exchange.
About Geiger Energy Corp.
Geiger controls approximately 390,000 hectares in Saskatchewan's Athabasca basin and 95,519 hectares in Nunavut's Thelon basin, two of the world's most prospective uranium districts. The company is focused on discovering high-grade uranium deposits across both regions.
Geiger's flagship asset, the Aberdeen project (Thelon basin), hosts the high-grade Tatiggaq and Qavvik discoveries. Tatiggaq is a basement-hosted system defined over a 300-metre strike length, with multiple steeply dipping mineralized lenses between 80- and 180-metre depth. The system remains open over a 1.5-kilometre strike length and at depth. Qavvik is a similarly styled basement-hosted discovery extending from surface to approximately 400 metres depth, open over 500 metres and at depth.
The Aberdeen project hosts 50-plus high-priority targets, many showing strong alteration and anomalous uranium from limited historical drilling, with several areas remaining completely untested.
In the Athabasca basin, Geiger is advancing the Hook project, which hosts the Ackio near-surface uranium discovery. Ackio extends over 375 metres along strike and 150 metres in width, with at least nine distinct uranium pods starting at 28 metres depth and continuing to approximately 300 metres. The system remains open in multiple directions. The Hook project also contains large clay-alteration systems with elevated radioactivity, highlighting additional discovery potential beyond Ackio.
We seek Safe Harbor.
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