Mr. Guy Le Bel reports
XXIX ANNOUNCES $12 MILLION FINANCING
XXIX Metal Corp. has entered into an agreement with SCP Resource Finance LP to act as lead agent and bookrunner, on behalf of a syndicate of agents to be formed, in connection with a best efforts private placement offering for aggregate gross proceeds of up to $12,000,290 from the sale of any combination of the following:
- Ontario charity flow-through units at a price of 18 cents per Ontario FT unit;
- Quebec charity flow-through units at a price of 19 cents per Quebec FT unit;
- Units at a price of 12 cents per unit.
Each Ontario FT unit will consist of one common share of the company and one-half of one common share purchase warrant of the company that will each qualify as a flow-through share for the purposes of the Income Tax Act (Canada). Each Quebec FT unit will consist of one common share of the company and one-half of one warrant that will each qualify as a flow-through share for the purposes of the Taxation Act (Quebec). Each unit will consist of one common share of the company and one-half of one warrant, each of which will not qualify as a flow-through share for the purposes of the tax act.
Each warrant will entitle the holder thereof to acquire one non-flow-through common share of the company at a price of 17 cents per warrant share for a period of 24 months from the closing of the offering. Each warrant issued shall be subject to a restriction on exercise expiring 61 days from the issue date.
A maximum of 58,343,800 common shares and 29,171,900 warrants composing such total number of offered securities will be offered pursuant to Part 5A of National Instrument 45-106 -- Prospectus Exemptions and in reliance on the amendments to Part 5A of NI 45-106 set forth in Coordinated Blanket Order 45-935 -- Exemptions from Certain Conditions of the Listed Issuer Financing Exemption to purchasers resident in Canada, and in other qualifying jurisdictions outside of Canada that are mutually agreed to by the company and SCP pursuant to relevant prospectus or registration exemptions in accordance with applicable laws. The offered securities issued under the listed issuer financing exemption to Canadian subscribers will not be subject to a hold period in Canada.
There is an offering document dated Jan. 21, 2026, related to the offering that can be accessed under the company's profile at SEDAR+ and the company's website. Prospective investors should read this offering document before making an investment decision.
In addition, the offered securities will be offered by way of the accredited investor and minimum amount investment exemptions under NI 45-106. Any securities not issued pursuant to the listed issuer financing exemption to purchasers resident in Canada will be subject to a hold period in accordance with applicable Canadian securities laws, expiring four months and one day following the issue date.
The company will use an amount equal to the gross proceeds from the sale of the Ontario FT units and Quebec FT units to incur eligible Canadian exploration expenses (i) that will qualify as flow-through mining expenditures as such terms are defined in the tax act; (ii) in respect of Ontario resident subscribers who are eligible individuals under the Taxation Act (Ontario), that will also qualify as Ontario flow-through mining expenditures related to the company's mineral properties located in Ontario, Canada; and (iii) in respect of Quebec resident subscribers who are eligible individuals under the Quebec Tax Act, that will also qualify for inclusion in the exploration base relating to certain Quebec exploration expenses within the meaning of Section 726.4.10 of the Quebec Tax Act and for inclusion in the exploration base relating to certain Quebec surface mining expenses within the meaning of Section 726.4.17.2 of the Quebec Tax Act related to the company's mineral properties located in Quebec, Canada, on or before Dec. 31, 2027. The gross proceeds from the sale of the Quebec FT units will be used to incur qualifying expenditures at the Opemiska project in Quebec and the Ontario FT units will be used to incur qualifying expenditures at the Thierry project in Ontario. All qualifying expenditures will be renounced in favour of the subscribers effective on or before Dec. 31, 2026. The company will use the net proceeds from the sale of the units for the advancement of the Opemiska project preliminary feasibility study, including additional studies, as well as for general corporate purposes and working capital.
In connection with the offering, the company has granted the agents an option, exercisable in whole or in part at any time up to 72 hours prior to the closing date (as defined herein), to sell an additional number of Ontario FT units, Quebec FT units, nd units, increasing the aggregate gross proceeds to the company under the offering by up to $1.8-million.
The offering is expected to close on or about Feb. 11, 2026, and is subject to the company receiving all necessary regulatory approvals, including the approval of the TSX Venture Exchange.
The agents will receive a cash commission of 6.0 per cent of the aggregate gross proceeds of the offering and such number of broker warrants as is equal to 6.0 per cent of the number of offered securities sold under the offering. Each broker warrant entitles the holder to purchase one common share at an exercise price equal to 12 cents for a period of 24 months following the closing.
About XXIX Metal Corp.
XXIX is advancing its Opemiska and Thierry copper projects, two significant Canadian copper assets. The Opemiska project, one of Canada's highest-grade open pitable copper deposits, spans 21,333 hectares in Quebec's Chapais-Chibougamau region, with strong infrastructure and nearby access to the Horne smelter. An October, 2025, preliminary economic assessment outlined a 12,500-tonne-per-day open pit operation over a 17-year mine life, generating an after-tax NPV 8 per cent (net present value, 8-per-cent discount rate) of $505-million, IRR (internal rate of return) of 27.2 per cent and a 2.3-year payback period ($4.35/lb copper price, $3,000/oz gold price, $30/oz silver price). The Thierry project hosts the K1 (near-surface) and the past-producing K2 (underground and surface) zones (see XXIX news release dated Oct. 1, 2024, for details regarding resources). Thierry has significant infrastructure in place including an a one-season road, an airport within five kilometres, a provincial power grid within eight km and nearby rail. With these two high-potential projects, the company has solidified its position as a key player in the Canadian copper sector and has established itself as one of Eastern Canada's largest copper developer.
We seek Safe Harbor.
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