23:42:04 EDT Thu 16 Jul 2026
Enter Symbol
or Name
USA
CA



Chicane Capital I Corp
Symbol CCIC
Shares Issued 5,988,000
Close 2026-04-06 C$ 0.09
Market Cap C$ 538,920
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Chicane Capital I closes subscription receipt financing

2026-07-16 19:48 ET - News Release

Mr. John Travaglini reports

CHICANE CAPITAL I CORP. ANNOUNCES CLOSING OF PRIVATE PLACEMENT OF SUBSCRIPTION RECEIPTS

Further to Chicane Capital I Corp.'s news releases dated April 16, 2026, and May 27, 2026, in connection with the company's previously announced qualifying transaction with Elton Resources Corp., the company and Elton have completed the previously announced brokered private placement offering of subscription receipts for aggregate gross proceeds of $16,660,000.18. In connection with the offering, Canaccord Genuity Corp. acted as lead agent and sole bookrunner, together with a syndicate of agents, including ECM Capital Advisors Ltd., Clarus Securities Inc. and Stifel Nicolaus Canada Inc. For further details of the offering and the proposed transaction, see the company's news release dated May 27, 2026.

Pursuant to the offering: (i) Elton issued an aggregate of 41,825,000 subscription receipts at a price per Elton HD (hard-dollar) subscription receipt of 20 cents; and (ii) Chicane issued an aggregate of 33,431,819 flow-through (FT) subscription receipts at a price per FT subscription receipt of 22 cents and 4.7 million subscription receipts of Chicane at a price per Chicane HD subscription receipt equal to the HD subscription receipt price. The Elton subscription receipts were issued pursuant to a subscription receipt agreement dated July 16, 2026, between Elton, the lead agent and TSX Trust Company, in its capacity as subscription receipt agent in respect of the Elton HD subscription receipts, and the FT subscription receipts and the Chicane HD subscription receipts were issued pursuant to a subscription receipt agreement dated July 16, 2026, between Elton, Chicane, the lead agent and the subscription receipt agent, in its capacity as subscription receipt agent in respect of the FT subscription receipts and the Chicane HD subscription receipts.

Each Elton HD subscription receipt will entitle the holder thereof to receive, without any further action and without payment of additional consideration, and subject to adjustments in certain circumstances, one unit of Elton, with each Elton HD unit comprising one common share of Elton and one-half of one Elton share purchase warrant, with each whole warrant being exercisable for a period of three years from the date of issuance for one Elton share at an exercise price of 30 cents, upon the satisfaction or waiver of the Elton escrow release conditions (as defined below) prior to the termination date (as defined below). For avoidance of doubt, upon the completion of the proposed transaction, the Elton shares and warrants forming part of the Elton HD units will be exchanged for common shares of the resulting issuer from the proposed transaction and resulting issuer share purchase warrants on a 1:1 basis.

Each FT subscription receipt will entitle the holder thereof to subscribe for and receive, without any further action and without payment of additional consideration, and subject to adjustments in certain circumstances, one unit of the resulting issuer, with each FT unit comprising one flow-through resulting issuer share that will qualify as a flow-through share within the meaning of Subsection 66(15) of the Income Tax Act (Canada) and one-half of one flow-through resulting issuer warrant that will qualify as a flow-through share within the meaning of Subsection 66(15) of the tax act of the resulting issuer, with each whole FT resulting issuer warrant being exercisable for a period of three years from the date of issuance for one resulting issuer share, on a non-flow-through basis, at an exercise price of 30 cents, upon the satisfaction or waiver of the Chicane escrow release conditions (as defined below) prior to the termination date.

Each Chicane HD subscription receipt will entitle the holder thereof to receive, without any further action and without payment of additional consideration, and subject to adjustments in certain circumstances, one unit of the resulting issuer, with each Chicane HD unit comprising one resulting issuer share and one-half of one resulting issuer warrant, with each whole resulting issuer warrant being exercisable for a period of three years from the date of issuance for one resulting issuer share at an exercise price of 30 cents, upon the satisfaction or waiver of the Chicane escrow release conditions prior to the termination date.

The aggregate gross proceeds in respect of the subscription receipts, less the agents' reasonable out-of-pocket expenses, and the reasonable fees and disbursements of the agents' legal counsel incurred prior to the closing date of the offering, were deposited in escrow pursuant to the subscription receipt agreements in an interest-bearing account pending the earlier of: (i) the satisfaction of the Elton escrow release conditions or the Chicane escrow release conditions, as applicable; and (ii) the occurrence of a termination event (as defined below).

Upon satisfaction of the Elton escrow release conditions and the Chicane escrow release conditions on or prior to the termination date, the subscription receipt agent will release the deposited agents' fees (as defined below) together with all interest earned thereon and all expenses of the agents not previously paid to the agents, to or as directed by the lead agent on behalf of the agents from the escrowed funds and the balance of the escrowed funds, together with all interest earned thereon, shall be released to Elton or the resulting issuer, as applicable.

If: (i) the escrow release conditions (as defined below) have not been satisfied prior to 5 p.m. Vancouver time on Nov. 13, 2026; or (ii) Elton or Chicane, as applicable, delivers to the agents and the subscription receipt agent a notice, executed by Elton or Chicane, as applicable, declaring that the escrow release conditions will not be satisfied and directing the subscription receipt agent to return the escrowed funds to the holders of the applicable subscription receipts, the subscription receipt agent shall return to the holders of the subscription receipts an amount equal to the aggregate HD subscription receipt price or FT subscription receipt price, as applicable, of the subscription receipts held by each such holder and their pro rata portion of interest and other income earned on the escrowed funds and the subscription receipts shall be cancelled. Elton is responsible and liable to the holders of the subscription receipts for any shortfall between the aggregate offering price paid by the original purchasers of the subscription receipts and the escrowed funds.

For the purposes hereof, the term Elton escrow release conditions shall mean:

  1. The receipt of all required corporate, shareholder and regulatory approvals in connection with the offering, the proposed transaction and the listing of the resulting issuer shares on the TSX Venture Exchange;
  2. The completion or the satisfaction of all conditions precedent to the proposed transaction, substantially in accordance with the definitive agreements relating to the proposed transaction, to the satisfaction of the lead agent, acting reasonably;
  3. Elton and the lead agent having delivered a joint notice to the subscription receipt agent confirming that the conditions set forth in (1) and (2) above have been met or waived.

For the purposes hereof, the term Chicane escrow release conditions shall mean:

  1. The receipt of all required corporate, shareholder and regulatory approvals in connection with the offering, the proposed transaction and the listing;
  2. The completion of the proposed transaction, substantially in accordance with the definitive agreements relating to the proposed transaction to the satisfaction of the lead agent, acting reasonably;
  3. Chicane and the lead agent having delivered a joint notice to the subscription receipt agent confirming that the conditions set forth in (1) and (2) above have been met or waived.

Escrow release conditions shall mean, collectively, the Elton escrow release conditions and the Chicane escrow release conditions.

The net proceeds from sale of the Elton HD subscription receipts and Chicane HD subscription receipts will be used for exploration expenditures on the resulting issuer's mineral exploration project(s) and for general and administrative purposes. The gross proceeds from the issuance of the FT resulting issuer shares and the FT resulting issuer warrants will be used to incur Canadian exploration expenses as defined in Subsection 66.1(6) of the tax act that qualify as flow-through critical mineral mining expenditures as defined in Subsection 127(9) of the tax act. The qualifying expenditures will be incurred on or before Dec. 31, 2027, and will be renounced by the resulting issuer to the initial purchasers of the FT resulting issuer shares and the FT resulting issuer warrants with an effective date no later than Dec. 31, 2026, in an aggregate amount not less than the gross proceeds raised from the issue of the FT resulting issuer shares and the FT resulting issuer warrants.

In the event the resulting issuer is unable to renounce qualifying expenditures effective on or prior to Dec. 31, 2026, for each FT resulting issuer share and the FT resulting issuer warrant in an aggregate amount not less than the gross proceeds raised from the issue of FT resulting issuer shares and the FT resulting issuer warrants, and/or the qualifying expenditures are otherwise reduced by the Canada Revenue Agency, the resulting issuer will indemnify each subscriber for the additional taxes payable by such subscriber as a result of the resulting issuer's failure to renounce the qualifying expenditures or as a result of the reduction as agreed.

In connection with the offering and upon satisfaction of the escrow release conditions, the agents will: (i) be paid a cash commission equal to 6.0 per cent of the gross proceeds realized in respect of the sale of the subscription receipts, except in the case of certain sales comprising the company's president's list for which a reduced cash commission of 3.0 per cent of the gross proceeds realized shall be payable; and (ii) be issued 4,197,409 Elton share purchase warrants with each agent's warrant exercisable to acquire one Elton share at an exercise price of 20 cents for a period of three years from the date of issuance thereof. Each agent's warrant will be exchanged for a resulting issuer share purchase warrant bearing substantially the same terms and the agents' warrants in connection with the completion of the proposed transaction.

The Elton HD subscription receipts, Elton shares and warrants shall be subject to an indefinite hold period under Canadian securities laws. The FT subscription receipts and Chicane HD subscription receipts are subject to a four-month statutory hold period under Canadian securities laws. The resulting issuer shares (including the FT resulting issuer shares) and resulting issuer warrants (including the FT resulting issuer warrants) issued on conversion of the FT subscription receipts and Chicane HD subscription receipts following the completion of the proposed transaction and the resulting issuer shares and resulting issuer warrants issued in exchange for the Elton shares and warrants issued upon the conversion of the Elton HD subscription receipts and the resulting issuer share purchase warrants issued in exchange for the agents' warrants and underlying resulting issuer shares will not be subject to a statutory hold period in Canada. The offering remains subject to the final approval of the TSX Venture Exchange.

Additional information

Trading in the common shares of the company is currently suspended in accordance with the policies of the exchange, and will remain suspended until such time as all required documentation in connection with the proposed transaction has been filed with and accepted by the exchange, and permission to resume trading has been obtained from the exchange.

Completion of the proposed transaction is subject to a number of conditions and there can be no assurance that the proposed transaction will be completed as proposed or at all.

About Chicane Capital I Corp.

Chicane was incorporated under the Business Corporations Act (Ontario) on Feb. 23, 2022, and is a capital pool company (as such term is defined in Policy 2.4) listed on the exchange. Chicane has no commercial operations and no assets other than cash.

About Elton Resources Corp.

Elton is a mining exploration company focused on the exploration and development of the Darnley Bay project in the Northwest Territories, Canada.

We seek Safe Harbor.

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