Mr. Graydon Kowal reports
GUARDIAN EXPLORATION ANNOUNCES PROPOSED $2.5 MILLION FLOW-THROUGH FINANCING TO ADVANCE NUNAVUT AND YUKON GOLD PROJECTS
Guardian Exploration Inc. proposes to complete a private placement of up to 10 million units of the corporation at a price of 25 cents per unit for gross proceeds of up to $2.5-million. There will be no minimum subscription level for the offering.
Each unit will consist of one common share in the share capital of the corporation issued as a flow-through share (within the meaning of Subsection 66(15) of the Income Tax Act (Canada) and one warrant. Each warrant entitles the holder thereof to purchase one ordinary (non-flow through) common share at a price of 40 cents per common share at any time within 24 months following the date of issuance of the warrant.
Warrants will be subject to an acceleration clause such that if the volume weighted average trading price of the common shares on the TSX Venture Exchange is at least 50 cents per common share for a period of 20 consecutive trading days, the expiry date of the warrants may be accelerated by the corporation to a date that is not less than 30 days after the date that notice of such acceleration is provided to the warrantholders by way of a news release.
Net proceeds of the offering are expected to be used to finance the exploration and development of the corporation's Sundog and Esker gold projects in Nunavut's Kivalliq region, and the corporation's Mount Cameron silver-lead-zinc property in Yukon's Mayo mining district. Although the corporation intends to use the proceeds of the offering as described above, the actual allocation of proceeds may vary from the uses set out above, depending upon future operations, events or opportunities.
The corporation will undertake to incur Canadian exploration expenses as defined in Subsection 66.1(6) of the tax act and flow-through critical mineral mining expenditures as defined in Subsection 127(9) of the tax act, and such qualifying expenditures will be renounced to the subscribers of flow-through shares with an effective date of no later than Dec. 31, 2026 (provided the subscriber is dealing at arm's length with the corporation at all relevant times and certain other tax requirements are met), and in an amount equal to the aggregate purchase price of the flow-through shares paid by such subscriber under the offering.
The common shares and warrants will be subject to a hold period of four months and one day from the date of issuance.
The corporation may pay finders' fees in connection with the offering in accordance with applicable securities laws and the policies of the TSX Venture Exchange.
The offering is subject to receipt of all necessary regulatory approvals, including the approval of the TSX Venture Exchange, and will be conducted in accordance with applicable securities laws.
About Guardian Exploration Inc.
Guardian Exploration is a TSX Venture Exchange-listed company engaged in oil, gas and mineral exploration and development. Guardian's assets include the Sundog and Esker gold projects in Nunavut's Kivalliq region, the Mount Cameron property in Yukon's Mayo mining district and the Kaigani claims in southeastern Alaska.
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