Mr. Harry Barr reports
NEW AGE METALS CLOSES FIRST TRANCHE OF PRIVATE PLACEMENT WITH ERIC SPROTT RAISING $2,450,000
New Age Metals Inc. has closed the first tranche of a non-brokered private placement financing by issuing 1,730,771 flow-through units at a price of 26 cents per FT unit and issuing 9,090,910 non-flow-through units for aggregate gross proceeds in the first tranche of $2.45-million.
Each FT unit consisted of one flow-through common share of the company and one-half of one share purchase warrant. Each whole warrant entitles the holder thereof to purchase one additional common share of the company at an exercise price of 40 cents per share for a period of three years from closing.
Each NFT unit consisted of one common share of the company and one-half of one share purchase warrant. Each whole warrant entitling the holder thereof to purchase one additional common share of the company at an exercise price of 40 cents per share for a period of three years from closing.
Finders' fees in the aggregate amount of $27,000.02 in cash and 142,307 non-transferable finder warrants were paid to GloRes Securities Inc. and PB Markets Inc. in connection with the FT unit tranche closing. The finder warrants
are exercisable at a price of 26 cents per share for a period of three years from closing. No finders' fees were paid in connection with the NFT units.
The foregoing is
subject to
TSX Venture Exchange
approval.
All securities issued in connection with the first tranche closing are subject to a four-month-and-a-day hold period expiring Feb. 4, 2026, in accordance with applicable Canadian securities laws.
The proceeds of the FT unit private placement will be used for exploration and development of the company's projects located in Newfoundland, Ontario and Manitoba. Proceeds of the NFT units will be used for exploration and general working capital. Completion of the private placement and any finders' fees payable are subject to all necessary regulatory approvals.
Eric Sprott, through 2176423 Ontario Ltd., a corporation which is beneficially owned by him, acquired 9,090,910 units for 22 cents per unit for total consideration of $2,000,000.20. Prior to the private placement, Mr. Sprott beneficially owned or controlled 12,875,000 common shares, representing approximately 23.2 per cent of the outstanding shares on a non-diluted basis. Following the completion of the private placement, Mr. Sprott beneficially owns and controls 21,965,910 common shares and 4,545,455 warrants, representing approximately 33.1 per cent of the outstanding shares on a non-diluted basis and 37.4 per cent on a partially diluted basis assuming the exercise of such warrants.
The units were acquired by Mr. Sprott for investment purposes. Mr. Sprott has a long-term view of the investment and may acquire additional securities of the company, including on the open market or through private acquisitions, or sell securities of the company, including on the open market or through private dispositions in the future depending on market conditions, reformulation of plans and/or other relevant factors.
A copy of Mr. Sprott's early warning report will appear on New Age Metals' profile on SEDAR+ and may also be obtained by calling Mr. Sprott's office at 416-945-3294 (1106 7th King St. East, Toronto, Ont., M5C 3C5).
2176423 Ontario (Mr. Sprott), an existing insider and control person of the company, purchased 9,090,910 NFT units of the offering, which is considered a related-party transaction within the meaning of Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions) and TSX Venture Exchange Policy 5.9 (which incorporates by reference MI 61-101). The company relied on exemptions from the formal valuation and minority shareholder approval requirements under sections 5.5(a) and 5.7(1)(a), respectively, of MI 61-101 as neither the fair market value of the NFT units to be purchased on behalf of insiders, nor the consideration to be paid by insiders exceeded 25 per cent of the company's market capitalization. A
material
change
report
will
be
filed
fewer than 21 days prior to the closing of the offering. The company did not file a material change report 21 days before closing of the offerings as the details of insider participation were not known at that time.
About New Age Metals Inc.
New Age Metals is a junior mineral exploration and development company focused on the discovery, exploration and development of critical green and precious metal projects in North America. The company has four divisions: a platinum group element division, a gold division, a lithium/rare element division and an
antimony-gold division, as well as an investment in
Metalquest Mining, which has a high-purity Lac Otelnuk iron ore project.
The PGE division includes the 100-per-cent-owned, multimillion-ounce, district-scale River Valley project, one of North America's largest undeveloped platinum group element projects, situated 100 kilometres by road east of Sudbury, Ont.
In addition to River Valley, New Age Metals owns 100 per cent of the Genesis platinum-group-element-copper-nickel project in Alaska.
On Oct. 1,
2025, the company announced that it has entered into agreement to option the Bonanza gold project, located in the Kenora gold district. The project consists of 114 mining claims and one patented mining claim totalling 2,191 hectares or 5,414 acres.
The project has multiple high-grade mineral occurrences with spectacular visible gold at surface along with excellent infrastructure, including road access to all areas of the project along with provincial grid power lines. The Kenora gold district is known for its high-grade Archean lode-gold deposits, and the district has supported mineral exploration and some mining for more than a century. Some of the active majors and mid-tier companies in the district are Agnico Eagle, Kinross, Centerra and New Gold. New Age Metals' technical team is currently working on the exploration plan and budget for the balance of 2025 and for 2026. Further announcements on the Bonanza gold project will be forthcoming.
The company's lithium division is one of the largest mineral claim holders in the Winnipeg River pegmatite field, where the company is exploring hardrock lithium and various rare elements such as tantalum, rubidium and cesium.
New Age Metals is developing its lithium division in conjunction with its farm-in/joint venture agreement with Mineral Resources Ltd., one of the world's largest lithium producers.
A minimum budget to maintain the projects has been approved by Mineral Resources Ltd. for May, 2025, to April, 2026. The companies agreed to the minimum budget due to current lithium pricing and forest fire dangers in the immediate area.
In April, 2024, a $1.5-million NSERC alliance grant was awarded to a collaboration led by the University of Manitoba (Dr. Fayek and Dr. Camacho), with academic partners from Lakehead University (Dr. Hollings) and industry partners including New Age Metals and Grid Metals.
This research is focused on advancing Canada's critical metal sector, with New Age Metals' portion targeting its Bird River lithium properties. Approximately $107,000 of work is planned on New Age's properties in 2025. The early work will include core sampling and field visits starting this summer. The project will likely extend beyond the original three-year term, due to its delayed start.
New Age Metals is supporting a successful $180,000 Mitacs research grant, awarded in 2023, through its $90,000 contribution (already accounted for and paid under the Mineral Resources joint venture).
This academic partnership with the University of New Brunswick and the University of British Columbia is focused on understanding the origin and controls of lithium pegmatite mineralization in the Cat Lake-Winnipeg River field. Fieldwork for the MSc thesis has been completed while the postdoctoral phase is continuing at UNB. This collaboration provides access to top-tier scientific expertise and equipment, significantly reducing analysis costs and adding long-term value to the project.
New Age Metals' antimony-gold division is in Newfoundland and spans over 19,800 hectares consisting of 11 non-contiguous properties.
Six of these properties are in St. Alban's area, along Canstar's Swanger and Little River mineralized trends. The remaining five properties are strategically located along the same geological trend as the past-producing Beaver Brook antimony mine and in proximity to New Found Gold's Queensway South gold project. Management has recently completed phase 1 of the project, and phase 2 has been initiated. Further news will follow.
On July 30, the company was pleased to announce that it has received formal approval under Newfoundland and Labrador's junior exploration assistance program, including eligibility for the critical mineral assistance and provincial critical mineral assistance streams.
The potential rebate total for eligible exploration activities is $71,975.
On Aug. 6, 2025, New Age Metals announced an
additional investment in a fourth critical metal.
New Age Metals currently owns approximately 12.79 per cent and holds warrants that, if exercised with today's issued and outstanding shares of MQM, would bring New Age Metals to a 19.05-per-cent interest in Metalquest.
Metalquest is developing one of North America's largest iron ore projects, where approximately $120-million has been spent on the project. High-purity iron ore became a critical metal federally in Canada and in the provinces of Quebec and Newfoundland and Labrador in 2024. In the summer of 2025, MQM has contracted Atkinsrealis, an international engineering company, to complete a GAP analysis on the Lac Otelnuk project and its 2015 feasibility study.
Management is currently aggressively seeking new mineral acquisition opportunities on an international scale. Its philosophy is to be a project generator with the objective of optioning its projects with major and junior mining companies through to production.
The company is actively seeking an option/joint venture partner its road-accessible Genesis platinum-group-element-copper-nickel project in Alaska.
We seek Safe Harbor.
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