Mr. Peter Berdusco reports
PURECORE ANNOUNCES UP TO $2.5 MILLION NON-BROKERED PRIVATE PLACEMENT
Purecore Metals Inc. intends to complete a non-brokered private placement for aggregate gross proceeds of up to $2.5-million.
The offering will consist of a combination of hard-dollar units of the company at a price of $1.35 per HD unit and flow-through units of the company at a price of $1.50 per FT unit.
Hard-dollar units
Each HD unit will consist of one common share and one warrant.
Each warrant comprising the HD units will entitle the holder thereof to acquire one warrant share at an exercise price of $2 per warrant share for a period of 36 months from the applicable closing date of the offering, subject to acceleration as described below.
Flow-through units
Each FT unit will consist of one common share of the company to be issued as a flow-through share within the meaning of Subsection 66(15) of the Income Tax Act (Canada) and one common share purchase warrant of the company.
Each warrant comprising the FT units will entitle the holder thereof to acquire one additional non-flow-through common share at an exercise price of $2 per warrant share for a period of 36 months from the applicable closing date of the offering, subject to acceleration as described below.
Warrant acceleration
The warrants will be subject to an acceleration provision.
At any time following the date that is four months and one day after the applicable closing date of the offering and before the expiry date of the warrants, if the closing price of the common shares on the Canadian Securities Exchange is equal to or greater than $2.50 per common share for 10 consecutive trading days, the company may accelerate the expiry date of the warrants by providing notice to the holders thereof by way of a news release.
In such event, any warrants that remain unexercised will expire at 5 p.m. Vancouver time on the 30th day following the date of such notice.
Finders' fees
The company may pay finders' fees to eligible arm's-length finders in connection with the offering in accordance with applicable securities laws and the policies of the Canadian Securities Exchange.
Use of proceeds
The net proceeds from the sale of the HD units are expected to be used to advance the company's mineral exploration activities, for property-related expenditures and acquisitions, and for general corporate and working capital purposes, including marketing and investor relations activities.
The gross proceeds allocated to the common shares comprising the FT units will be used by the company to incur eligible Canadian exploration expenses that are intended to qualify as flow-through mining expenditures or flow-through critical mineral mining expenditures as such terms are defined in the tax act.
The company intends to renounce qualifying expenditures to FT unit subscribers, with an effective date no later than Dec. 31, 2026, in an amount not less than the gross proceeds allocated to the common shares comprising the FT units.
Completion of the offering remains subject to the satisfaction of customary closing conditions and all applicable corporate and regulatory requirements, including the policies of the CSE.
All securities issued pursuant to the offering will be subject to a four-month hold period from their applicable date of issuance in accordance with applicable Canadian securities laws and the policies of the CSE.
The securities to be issued under the offering will be offered pursuant to applicable exemptions from the prospectus requirements of Canadian securities laws.
About Purecore Metals Inc.
Purecore is a Canadian mineral exploration company focused on identifying, acquiring and advancing uranium and copper assets that are critical to the next generation of energy infrastructure.
The company's strategy is focused on building a portfolio of high-quality exploration and development opportunities with the potential to host significant scale.
We seek Safe Harbor.
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