Mr. Vikas Ranjan reports
VORTEX METALS CLOSES SECOND TRANCHE OF NON-BROKERED PRIVATE PLACEMENT
Vortex Metals Inc. has closed the second tranche of its previously announced non-brokered private placement for gross proceeds of $605,000 composed of 12.1 million units at a price of five cents per unit.
Each unit consists of one common share of the company and one-half of one common share purchase warrant. Each warrant entitles the holder thereof to purchase one additional common share for a period of 36 months from the date of issuance at an exercise price of six cents per common share, subject to adjustment in certain events.
The expiry date of the warrants will be subject to acceleration such that, if, after 12 months from the date of issuance, the closing price of the common shares on any Canadian stock exchange equals or exceeds 20 cents for 10 consecutive trading days, the company, within 15 business days of such event, shall be entitled to accelerate the expiry date of the warrants to a date that is 30 calendar days from the date that notice of such acceleration is given by news release by the company, with the new expiry date specified in such news release. Any unexercised warrants shall automatically expire at the end of the accelerated exercise period.
In connection with the offering, the company paid cash commissions of $800 to certain finders and issued 16,000 non-transferable finders' warrants. Each finder's warrant entitles the holder thereof to purchase one common share at an exercise price of six cents per common share for a period of 36 months from the date of issuance, subject to the acceleration provision.
The company intends to use the gross proceeds of the offering to advance exploration activities at the company's projects in Chile and Mexico, to pursue corporate development initiatives, and for general working capital purposes.
For more information on the offering, please refer to the company's news releases dated July 9, 2026, Aug. 11, 2026, Aug. 20, 2026, and Sept. 22, 2026.
Certain insiders of the company purchased an aggregate of 2.8 million units under the offering for gross proceeds of $140,000, constituting, to that extent, a related-party transaction within the meaning of Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions). The company has relied on the exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101. The offering is exempt from the formal valuation requirement in Section 5.4 of MI 61-101 in reliance on sections 5.5(a) and 5.5(b) of MI 61-101 as: (i) neither the fair market value of the subject matter of, nor the fair market value of the consideration for, the units purchased by the insiders exceeds 25 per cent of the company's market capitalization; and (ii) the company is not listed on a specified market, within the meaning of MI 61-101. Additionally, the offering is exempt from the minority shareholder approval requirement in Section 5.6 of MI 61-101 in reliance on Section 5.7(1)(a) of MI 61-101 insofar as neither the fair market value of the subject matter of, nor the fair market value of the consideration for, the units purchased by the insiders exceeds 25 per cent of the company's market capitalization. The company did not file a material change report more than 21 days before the expected closing of the offering as the details of the offering and participation therein by each related party were not finalized until shortly prior to closing and the company wished to close the offering as soon as practicable for sound business reasons.
All securities issued with respect to the offering are subject to a hold period expiring on Feb. 15, 2027, in addition to such other restrictions as may apply under applicable securities laws. The offering remains subject to final acceptance from the TSX Venture Exchange.
About Vortex Metals Inc.
Vortex Metals is a copper-gold-focused exploration and development company with a diversified portfolio of exploration projects in Chile and Mexico. Vortex holds an option to acquire an up-to-80-per-cent interest in the brownfield Illapel copper project in Chile, and, through its Mexican subsidiary Empresa Minera Acagold SA de CV, it owns a 100-per-cent interest in two drill-ready high-potential copper-gold volcanogenic massive sulphide properties, Riqueza Marina and Zaachila in Oaxaca, Mexico. The company emphasizes responsible exploration, community engagement and environmental stewardship to meet the rising global demand for copper sustainably.
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