Mr. Tim Warman reports
FUERTE COMPLETES C$17.25 MILLION BROKERED PRIVATE PLACEMENT
Fuerte Metals Corp. has closed its previously announced brokered private placement for aggregate gross proceeds of $17,249,933. The offering was composed of:
- 1,380,950 flow-through common shares of the company, each of which will qualify as a flow-through share (within the meaning of the Income Tax Act (Canada)) at a price of $5.25 per FT share for aggregate gross proceeds of $7,249,988 (inclusive of the exercise, in full, of the agent's option to increase the size of the offering for up to an additional 428,570 FT shares at a price of $5.25 per FT share); and
- 1,655,620 special flow-through common shares of the company, each of which will qualify as a flow-through share (within the meaning of the tax act) at a price of $6.04 per special FT share for aggregate gross proceeds of $9,999,945.
The FT shares and the special FT shares are collectively referred to as the offered securities. The offered securities are subject to a statutory hold period in Canada, expiring on April 19, 2026.
The offering was led by Stifel Nicolaus Canada Inc. and BMO Capital Markets, as co-lead agents and joint bookrunners, on their own behalf and on behalf of a syndicate of agents including National Bank Financial Inc., Desjardins Capital Markets and Ventum Financial Corp.
In consideration for their services rendered in connection with the offering, the agents were paid a cash commission equal to 5 per cent of the gross proceeds of the offering (reduced to 2 per cent of the gross proceeds from sales to purchasers on the president's list).
The company will use an amount equal to the gross proceeds received by the company from the sale of the offered securities, pursuant to the provisions in the tax act, to incur eligible Canadian exploration expenses as defined in Section 66.1(6) of the tax act that qualify as flow-through mining expenditures as defined in Subsection 127(9) of the tax act related to the company's Coffee gold project, on or before Dec. 31, 2026 (or such other period as may be permissible under applicable tax legislation), and to renounce all the qualifying expenditures in favour of the subscribers of the offered securities, effective Dec. 31, 2025.
Certain directors, officers and other insiders purchased an aggregate of 280,000 FT shares pursuant to the offering. The participation of insiders in the offering is considered a related-party transaction within the meaning of Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions). The company is exempt from the formal valuation and minority shareholder approval requirements under MI 61-101 in reliance on the exemptions set out in sections 5.5(a) and 5.7(1)(a), respectively, of MI 61-101 as the fair market value of such transactions, insofar as they involve related parties, is not more than 25 per cent of the company's market capitalization. The company did not file a material change report more than 21 days before the expected closing of the offering as the details of the offering and the participation therein by related parties of the company were not settled until shortly prior to closing and the company wished to close on an expedited basis for sound business reasons.
About Fuerte Metals Corp.
Fuerte is a Canadian exploration and development company focused on advancing high-potential precious metal and base metal projects across the Americas. Its flagship asset is the 100-per-cent-owned Coffee project in the Yukon, Canada -- a high-quality gold project advancing through the final stages of permitting, engineering and resource expansion drilling in preparation for a construction decision. Coffee hosts 3.0 million ounces of an open-pit heap-leach measured and indicated resource and an inferred resource of 800,000 ounces. It respectfully acknowledges that protection of the water and lands around the Coffee Creek and mine project area is of high importance to first nations. Through co-operation, transparency and respect, it pledges to continue to build on relationships with Tr'ondek Hwech'in, White River First Nation, Selkirk First Nation and the First Nation of Na-Cho Nyak Dun, whose traditional territories overlap or partially overlap with the project access road and areas where exploration and mining activities may occur. In addition to Coffee, Fuerte holds a portfolio of copper and gold assets, including the Placeton-Caballo Muerto project in Chile and the Cristina and Yecora projects in Mexico, offering additional growth and exploration upside. At Fuerte, it is committed to building value through disciplined project development, responsible stewardship of the land, a safety-focused culture and creating long-term returns for shareholders.
Qualified person
Alan J. San Martin, PEng, and Charley Murahwi, PGeo, from Micon International Ltd., are the qualified persons who prepared the Coffee gold project mineral resource estimate, as detailed in the technical report titled "NI 43-101 Technical Report for the 2025 Mineral Resource Estimate Update on the Coffee Gold Project, Yukon, Canada," with an effective date of Aug. 21, 2025. Micon International is independent of Fuerte as defined by Section 1.5 of National Instrument 43-101. The Coffee technical report is available on the company's website and on SEDAR+.
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