Mr. Farshad Shirvani reports
CASA MINERALS INC. ANNOUNCES UP TO $4 MILLION NON-BROKERED PRIVATE PLACEMENT
Casa Minerals Inc. proposes to raise gross proceeds of up to $4-million by issuing up to:
- 25 million units in a flow-through private placement at a price of 10 cents per unit for gross proceeds of up to $2.5-million -- each flow-through unit will consist of one flow-through common share and one-half of a non-flow-through common share purchase warrant, exercisable to purchase one additional non-flow-through common share at a price of 15 cents for a period of 24 months from the date of issuance;
- 21,428,571 units in a non-flow-through private placement at a price of seven cents per unit for gross proceeds of up to $1.5-million -- each unit will consist of one common share and one common share purchase warrant, with each warrant exercisable to purchase one additional common share at an exercise price of 12.5 cents for a period of 24 months from the date of issuance.
The company can elect to accelerate the expiry of the warrants in the event that the volume-weighted average trading price of its common shares on a stock exchange equals or exceeds 20 cents for five consecutive trading days, in which case the warrants will expire 30 days after the date that the company provides written notice of acceleration by way of the issuance of a press release announcing the same.
There will be insider participation in the financing. Finders' fees may be paid on a portion of the financing, subject to the acceptance of the exchange.
The proceeds from the issuance of the flow-through units will be used for Canadian exploration expenses and will qualify as flow-through mining expenditures, as defined in Subsection 127(9) of the Income Tax Act (Canada). The company intends to renounce the qualifying expenditures to subscribers of flow-through units for the fiscal year ended Dec. 31, 2027. The proceeds from the issuance of units will be primarily used for exploration activities at the company's properties as well as for general working capital purposes.
All securities issued in the financing will be subject to a four-month hold period. The financing is subject to the acceptance of the exchange.
Certain directors of Casa may participate in the private placement. As insiders, the subscriptions of these parties will be considered to be a related party transaction within the meaning of TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101. Casa intends to rely on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(a) of MI 61-101 in respect of such insider participation.
We seek Safe Harbor.
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