Mr. Ken Brinsden reports
PMET ANNOUNCES UP TO AGGREGATE C$130 MILLION FINANCINGS TO ADVANCE SHAAKICHIUWAANAAN - THROUGH A FLOW-THROUGH PRIVATE PLACEMENT AND A PUBLIC OFFERING OF COMMON SHARES
PMET Resources Inc. is pursuing financings of up to $130-million comprising (i) a prospectus offering of common shares by way of a prospectus supplement to the short form base shelf prospectus of the company dated July 22, 2024, and (ii) a private placement by way of a charity flow-through offering. The closing of each offering is not conditional upon the closing of the other offering. The offerings are expected to close on or about Feb. 19, 2026, and are subject to customary closing conditions, including the company receiving all necessary regulatory approvals.
PMET president, chief executive officer and managing director, Ken Brinsden, commented:
"These financings represent a major step forward for PMET as we continue to unlock the value of one of North America's important new multicommodity critical minerals assets at Shaakichiuwaanaan and advance it towards financing and development. The strong demand across both the public offering and the flow-through placement reflects growing institutional confidence in the scale, quality and strategic value of the project, and in our disciplined approach to developing it.
"With this funding, we are well positioned to deliver an updated feasibility study optimised for CV5, unlock the value of the world-class caesium discovery we made last year, integrate valuable critical minerals co-products like caesium and tantalum into our development plan and continue to unlock value across the broader property through ongoing exploration.
"Importantly, this financing significantly de-risks the funding requirements of the company through to a final investment decision, while maintaining balance sheet strength and strategic flexibility as we advance permitting, complete key studies, further expand our resource base and engage with potential off-take and strategic partners. We are also very pleased by Volkswagen's intention to provide continued support, subject to their internal approvals, which reinforces their long-term strategic alignment around building a globally significant North American critical minerals company.
"PMET is entering an exciting and transformational period, with several work streams under way and multiple upcoming catalysts -- all against the backdrop of a strong recovery in lithium prices. With the completion of this financing, we will be well positioned to realize our objective of becoming a top-five lithium producer as well as being a globally significant supplier of high-value strategic critical minerals."
(Any final decision and amount of participation by VW will be subject to its internal approvals. There can be no assurance that VW will participate.)
Prospectus offering
The company has entered into an agreement with Raymond James Ltd., as sole global co-ordinator for the offerings and BMO Nesbitt Burns Inc., under which the agents will act on a marketed "best efforts" basis in connection with the proposed prospectus offering of common shares of the company to be qualified by the prospectus supplement, to be filed in each of the provinces of Canada pursuant to National Instrument 44-102 -- Shelf Distributions. The prospectus offering is being made in each of the provinces of Canada and, subject to applicable law, the agents may offer the offered shares in such other jurisdictions outside of Canada as agreed between the company and the agents. The company expects to offer 11,482,070 offered shares at a price of $5.66 per offered share for aggregate gross proceeds of up to approximately $65-million.
The company has also granted the agents an option, exercisable at the offering price at any time until 30 days after the closing of the prospectus offering, to purchase up to an additional 15 per cent of the prospectus offering (up to 1,722,311 common shares) to cover overallotments, if any.
The allotment of the offered shares and any common shares issued pursuant to the overallotment option will fall within the company's 15-per-cent placement capacity under ASX (Australian Stock Exchange) Listing Rule 7.1. Settlement of the offered shares is expected to occur on Feb. 19, 2026, and the offered shares issued will rank equally with the company's existing common shares on issue.
Flow-through private placement
Separately, the company has entered into an agreement with PearTree Securities Inc. to raise total gross proceeds of $65-million through the issue of 6,992,255 charity flow-through shares at an issue price of $9.30 per flow-through share to institutional, professional and sophisticated investors. The issue price represents a 48-per-cent premium to the last closing price of PMET shares on the Toronto Stock Exchange as of Feb. 6, 2026. The flow-through offering will be facilitated by PearTree. Euroz Hartleys Ltd. and Canaccord Genuity (Australia) Ltd. acted as joint lead managers for the flow-through offering.
On completion of the flow-through offering, the flow-through shares will be transmuted to approximately 69,922,550 CHESS depositary interests (CDIs), on the basis of 10 CDIs for each flow-through share. Pursuant to a block trade agreement between PearTree and the Australian joint lead agents, the Australian joint lead agents will facilitate the secondary sale of the CDIs to select institutional investors by way of a block trade at 59 Australian cents per CDI.
The allotment of the flow-through shares will fall within the company's 15-per-cent placement capacity under ASX Listing Rule 7.1. A prospectus under Section 713 of the Corporations Act 2001 (Cth) will be issued in connection with the transaction to facilitate secondary trading of the CDIs issued on account of the flow-through shares. Settlement of the flow-through offering is expected to occur on Feb. 19, 2026, and the flow-through shares issued will rank equally with the company's existing common shares on issue.
Participants in the Australian block trade will be unable to convert their CDIs into common shares of the company for the purpose of trading such shares in Canada until four months have elapsed from the settlement date. The flow-through shares will be issued at a premium, as Canadian charity flow-through shares and provide tax incentives to those investors for expenditures that qualify as qualifying expenses. The unique tax treatment applicable to the flow-through shares does not apply to CDIs subsequently issued on account thereof.
PearTree is a Canadian exempt market dealer and will not receive any fees or commission from the company for its role with respect to the flow-through offering.
Use of proceeds
The company intends to use the net proceeds from the offerings primarily:
to advance exploration and development of its Shaakichiuwaanaan project. including the completion of the detailed engineering to support a FID by December 31, 2027;
to pursue an updated and optimized feasibility study on CV5 to include an assessment of tantalum co-products;
to complete a preliminary economic assessment on CV13 for lithium, caesium, tantalum, to further support the economic profile of the project; and
for general corporate purposes.
Moreover, the company intends to use the gross proceeds from the sale of the flow-through shares to incur exploration expenses that are eligible Canadian exploration expenses that qualify as flow-through critical mineral mining expenditures as such terms are defined in the act, which will be eligible for a federal 30-per-cent investment tax credit for any eligible individual investors.
Volkswagen
In addition to the common shares to be issued under the offerings, existing company major shareholder, Volkswagen Finance Luxemburg S.A., has confirmed that, subject to it obtaining internal approvals, it intends to participate in a separate private placement which is anticipated to be for up to approximately $14-million at not less than $5.66 per share (being the same price as the offered shares), subject to the approval of the TSX. Assuming all required approvals are obtained, the closing of this private placement is expected to occur after the closing of the offerings. VW currently holds approximately a 9.553-per-cent interest in the company. The company will provide an update on VW's proposed participation in accordance with its continuous disclosure obligations. Any shares issued to VW are expected to fall within the company's existing 15-per-cent placement capacity under ASX Listing Rule 7.1.
Access to the prospectus supplement and the base shelf prospectus and any amendment thereto in connection with the prospectus offering is provided in accordance with securities legislation relating to procedures for providing access to a shelf prospectus supplement, a base shelf prospectus and any amendment thereto. The prospectus supplement, the base shelf prospectus and any amendment thereto in connection with this offering will be accessible within two business days at SEDAR+.
An electronic or paper copy of the prospectus supplement, the base shelf prospectus and any amendment thereto may be obtained from any one of the agents, without charge, by contacting Raymond James by e-mail at ecm-syndication@raymondjames.ca, or BMO by e-mail to: torbramwarehouse@datagroup.ca, and by providing the contact with an e-mail address or mailing address, as applicable.
About PMET Resources Inc.
PMET Resources Inc. is a pegmatite critical mineral exploration and development company focused on advancing its district-scale 100-per-cent-owned Shaakichiuwaanaan property located in the Eeyou Istchee James Bay region of Quebec, which is accessible year-round by all-season road and proximal to regional hydropower infrastructure.
Qualified/competent person
The technical and scientific information in this news release that relates to the mineral resource estimate for the company's properties is based on and fairly represents, information compiled by Darren L. Smith, MSc, PGeo, who is a qualified person as defined by National Instrument 43-101 -- Standards of Disclosure for Mineral projects and member in good standing with the Ordre des Geologues du Quebec (geologist permit No. 01968) and with the Association of Professional Engineers and Geoscientists of Alberta (member No. 87868). Mr. Smith has reviewed and approved the related technical information in this news release.
The information in this news release that relates to the mineral reserve estimate and feasibility study is based on and fairly represents, information compiled by Frederic Mercier-Langevin, Ing, MSc, who is a qualified person as defined by NI 43-101 and member in good standing with the Ordre des Ingenieurs du Quebec. Mr. Mercier-Langevin has reviewed and approved the related technical information in this news release.
Mr. Mercier-Langevin is the chief operating and development officer for PMET Resources.
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