Mr. Edward Ellwood reports
NOTICE OF PRIVATE PLACEMENT GRANT OF STOCK OPTIONS AND SHARE APPRECIATION RIGHTS UNITS
Peloton Minerals Corp. has provided notice of a pending private placement, the grant or renewal of expired stock options, and the grant of share appreciation rights.
The company intends to close a private placement of units priced at nine cents per unit for total proceeds of up to $200,000 over the next few weeks. Each unit consists of one common share and one common share purchase warrant exercisable for three years at 12 cents.
The proceeds of the private placement will be used for lithium exploration in northern Nevada and working capital. The private placement will be conducted in reliance upon certain prospectus
exemptions, including the exemption allowing issuers to raise capital by distributing securities to existing
shareholders contained in OSC
Rule 45-501 (2.9) and the various
corresponding blanket orders and rules of participating jurisdictions (with the exception of Newfoundland and
Labrador), as well as other available prospectus exemptions, including sales to accredited investors, and close
personal friends and business associates of directors and officers of the company. The company has set Nov. 21, 2025, as the record date for the purpose of determining existing shareholders
entitled to purchase shares pursuant to the existing shareholder exemption. The securities issued in connection with the private placement are subject to a hold period expiring four months and one day from the issuance of the securities.
The company has granted a total of 883,332 stock options to consultants, exercisable at 11 cents for three years. Of these options, 150,000 replaces stock options that had recently expired.
The company has granted a total of 11,240,531 share appreciation right (SAR) units to directors and officers of the company. SARs were adopted and approved by shareholders in 2024 as a means of compensation. Each SAR is exercisable at 11 cents per share for five years and upon exercise, as determined by the holder, entitle the holder to receive the difference in price between the market price at the date of exercise and the base price, either in cash or shares at the determination of the company. The SARs vest one year from today, which may be accelerated for a participant who dies or who ceases to be an eligible participant under the provisions hereof, in connection with a change of control, takeover bid, reverse take-over or other similar transaction.
Peloton Minerals is a reporting issuer in good standing in the provinces of British Columbia and Ontario, the common shares of which are listed on the Canadian Securities Exchange (symbol PMC) and trade in the United States on the OTCQB (symbol PMCCF). There are 150,228,177 common shares issued and outstanding in the capital of the company before the closing of the placement described above.
Peloton's exploration portfolio includes a 100-per-cent interest in the North Elko lithium project in northeastern Nevada, which is prospective for lithium, uranium, critical and rare earth minerals, as well the Golden Trail and Independence Valley Carlin-style gold projects in northeastern Nevada, and a non-controlling interest in a copper porphyry project near Butte in Montana.
We seek Safe Harbor.
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