Mr. Mike Stier reports
SAGA METALS ANNOUNCES CLOSING OF OVERSUBSCRIBED BROKERED LIFE OFFERING FOR GROSS PROCEEDS OF C$6.0 MILLION
Saga Metals Corp., further to its news release dated Nov. 12, 2025, has closed its best efforts private placement for aggregate gross proceeds of approximately $6-million, which includes the exercise in full of the $1-million agent's option. Pursuant to the offering, the company sold: (i) 7,761,362 units of the company at a price of 44 cents per unit; and (ii) 5.17 million flow-through (FT) units of the company at a price of 50 cents per FT unit. Red Cloud Securities Inc. acted as sole agent and bookrunner in connection with the offering.
Each unit consists of one common share of the company and one common share purchase warrant. Each FT unit consists of one common share of the company 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 to purchase one common share of the company at a price of 60 cents at any time on or before Dec. 5, 2028.
The company intends to use the net proceeds from the offering for the exploration of the company's properties in labrador, Canada, as well as for working capital and general corporate purposes, as is more fully described in the offering document (as herein defined).
"We are thrilled to announce the successful closing of our oversubscribed $6-million LIFE offering -- a powerful endorsement from the market and a major milestone for the company,"
stated Mike Stier, chief executive officer and director of Saga Metals.
"This strong vote of confidence validates our strategy and assets, and most importantly, it fully funds our high-impact 2026 drill program to deliver a maiden mineral resource estimate on the Radar project. The drill continues to turn at Radar's Trapper zone -- with mineralization already confirmed across 1.5 kilometres. Samples from drill holes R-0008 and R-0009 have been received by the lab, and we look forward to sharing those results in the coming weeks."
The gross proceeds from the sale of FT shares will be used by the company to incur eligible Canadian exploration expenses that qualify as flow-through critical mineral mining expenditures as both terms are defined in the Income Tax Act (Canada) related to the company's Radar project in Labrador, Canada, on or before Dec. 31, 2026. All qualifying expenditures will be renounced in favour of the subscribers of the FT units effective Dec. 31, 2025.
In accordance with National Instrument 45-106, Prospectus Exemptions, the offered securities were sold to Canadian purchasers pursuant to the listed issuer financing exemption under Part 5A of NI 45-106, as amended by Coordinated Blanket Order 45-935, Exemptions from Certain Conditions of the Listed Issuer Financing Exemption. The securities issuable from the sale of the units are immediately freely tradeable in accordance with applicable Canadian securities legislation. The FT units and securities issuable in connection therewith will be subject to a voluntary hold period ending on the date that is four months plus one day following the issue date, being April 6, 2026.
As consideration for its services, Red Cloud received aggregate cash fees of $376,818.99 and 809,511 non-transferable common share purchase warrants. Each broker warrant is exercisable into one common share of the company at the unit price at any time on or before Dec. 5, 2028. The broker warrants are subject to a statutory hold period of four months and one day and may not be traded until April 6, 2026, except as permitted by applicable securities laws. The company also paid cash finders' fees of $800.80 and issued 1,820 broker warrants to a finder in connection with certain president's list investors.
There is an offering document related to the offering that can be accessed under the company's profile on SEDAR+ and on the company's website. At the time of announcement, the offering document contemplated charity flow-through units forming part of the offering. No charity flow-through units were issued as part of the offering.
The closing of the offering remains subject to the final approval of the TSX Venture Exchange.
About Saga Metals Corp.
Saga Metals is a North American mining company focused on the exploration and discovery of a diversified suite of critical minerals that support the North American transition to supply security. The Radar titanium project comprises 24,175 hectares and entirely encloses the Dykes River intrusive complex, mapped at 160 square kilometres on the surface near Cartwright in Labrador. Exploration to date, including a 2,200-metre drill program, has confirmed a large and mineralized layered mafic intrusion hosting vanadiferous titanomagnetite (VTM) with strong grades of titanium and vanadium. The Double Mer uranium project, also in Labrador, covers 25,600 hectares featuring uranium radiometrics that highlight an 18-kilometre east-west trend, with a confirmed 14-kilometre section producing samples as high as 0.428 per cent U3O8 and uranium uranophane was identified in several areas of highest radiometric response (2024 Double Mer technical report).
Additionally, Saga owns the Legacy lithium property in Quebec's Eeyou Istchee James Bay region. This project, developed in partnership with Rio Tinto, has been expanded through the acquisition of the Amirault lithium project. Together, these properties cover 65,849 hectares and share significant geological continuity with other major players in the area, including Rio Tinto, Winsome Resources, Azimut Exploration and Loyal Metals.
With a portfolio that spans key commodities crucial for the clean energy future, Saga is strategically positioned to play an essential role in critical mineral security.
We seek Safe Harbor.
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