Mr. Stephen Stares reports
VINLAND CLOSES FIRST TRANCHE OF FLOW-THROUGH FINANCING
Further to its July 30, 2026, Aug. 31, 2026, and Sept. 17, 2026, news releases, Vinland Lithium Inc. has closed a first tranche of its private placement financing of flow-through units at 48 cents per unit.
The company has issued 290,250 flow-through units consisting of one flow-through common share and one non-flow-through common share purchase warrant, with each warrant entitling the holder to purchase one additional non-flow-through common share of the company at an exercise price of 70 cents per common share for a period of 24 months from the date of issue, for aggregate gross proceeds of $139,320.
The flow-through shares entitle the holder to receive the tax benefits applicable to flow-through shares, in accordance with provisions of the Income Tax Act (Canada).
In connection with this first tranche closing, the company has paid cash finders' fees totalling $2,368.80 and issued 3,135 non-transferable broker warrants, such warrants being exercisable at 70 cents for two years to Haywood Securities, StephenAvenue Securities and 6132971 Canada Inc.
All securities issued pursuant to the private placement will be subject to a four-month hold period. The private placement is subject to approval by the TSX Venture Exchange.
The financing was effected with three insiders of the company subscribing for $47,040 -- 98,000 flow-through units -- that portion of the financing a related party transaction as such term is defined under Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. The company is relying on exemptions from the formal valuation and minority approval requirements set out in MI 61-101. The company is exempt from the formal valuation requirement of MI 61-101 under sections 5.5(a) and (b) of MI 61-101 in respect of the transaction as the fair market value of the transaction, insofar as it involves the interested party, is not more than 25 per cent of the company's market capitalization. Additionally, the company is exempt from minority shareholder approval under sections 5.7(1)(a) and (b) of MI 61-101 as, in addition to the foregoing: (i) neither the fair market value of the flow-through units nor the consideration received in respect thereof from interested party exceeds $2.5-million; (ii) the company has one or more independent directors who are not employees of the company; and (iii) all of the independent directors have approved the transaction. Material change reports were not filed 21 days prior to the closing of the financing because insider participation had not been established at the time the financing was announced.
The proceeds raised from the flow-through units will be used to advance the lithium, cesium and tungsten potential of the company's Killick project, and the company will ensure that such Canadian exploration expenses qualify as a flow-through mining expenditure for purposes of the Income Tax Act (Canada), related to the exploration of the company's exploration projects.
The financing remains subject to final exchange approval.
We seek Safe Harbor.
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