Vancouver, British Columbia—(Newsfile Corp. – May 14, 2026) – Enduro Metals Corporation (TSXV: ENDR) (“Enduro”, “Enduro Metals”, or the “Company”) is pleased to announce that it has closed its previously announced “best efforts” private placement (the “LIFE Offering”) and a concurrent private placement (the “Concurrent Private Placement” and together with the LIFE Offering, the “Offering”) for a total gross proceeds of $8,851,654. In relation to the Offering, Beacon Securities Limited (“Beacon”) served as the only agent.
The LIFE Offering included 28,643,880 flow-through units of the Company sold on a charitable flow-through basis (the “FT Units” and, together with the NFT Units, the “Offered Securities”) at a price of $0.22 per FT Unit, and 9,375,000 non-flow-through units of the Company (the “NFT Units”) at a price of $0.16 per NFT Unit (the “NFT Issue Price”). The total gross proceeds of $7,801,654. Part 5A of National Instrument 45-106-Prospectus Exemptions, as modified and supplemented by Coordinated Blanket Order 45-935-Exemptions from Certain Conditions of the Listed Issuer Financing Exemption (collectively, the “Listed Issuer Financing Exemption”), was used to issue the Offered Securities. In accordance with other relevant exemptions from the prospectus requirements under Canadian securities legislation, the Concurrent Private Placement consisted of 6,562,500 NFT Units at the NFT Issue Price for gross proceeds of $1,050,000 on a private placement basis.
One common share of the company and half of a common share purchase warrant (each complete common share purchase warrant, a “Warrant”) make up each NFT Unit. For the purposes of the Income Tax Act (Canada) (the “Tax Act”), each FT Unit is made up of one common share of the Company and half of a Warrant, both of which are considered “flow-through shares.”
Each Warrant enables the holder to purchase one non-flow-through common share of the Company (a “Warrant Share”) at a price per Warrant Share of $0.24 for a period of 36 months from issuance, starting on the 61st day following issuance.
Resale restrictions under applicable Canadian securities regulations do not apply to the Offered Securities offered in accordance with the Listed Issuer Financing Exemption. According to Canadian securities rules, the NFT Units issued in connection with the Concurrent Private Placement are subject to a four-month statutory hold period once the Concurrent Private Placement closes.
On or before December 31, 2027, the Company will use the gross proceeds from the sale of the FT Units to incur eligible “Canadian exploration expenses” that meet the Tax Act’s definition of “flow-through mining expenditures” and the Income Tax Act (British Columbia) definition of “BC flow-through mining expenditures” (the “Qualifying Expenditures”) related to the Company’s projects in British Columbia, Canada. With effect from December 31, 2026, all qualifying expenditures will be renounced in favor of subscribers. The net proceeds from the sale of NFT Units will also be utilized for general corporate purposes, working capital, and exploration and development at the company’s mineral operations.
A total of 625,000 Offered Securities were subscribed for by company insiders who took part in the Offering. According to Multilateral Instrument 61-101: Protection of Minority Security Holders in Special Transactions (“MI 61-101”), insider participation is a related party transaction. Because neither the fair market value of the securities issued under the Offering to insiders nor the consideration paid by insiders of the Company exceeded 25% of the Company’s market capitalization, the Company has relied on exemptions from the formal valuation and minority shareholder approval requirements provided under sections 5.5(a) and 5.7(1)(a) of MI 61-101.
Beacon was given 2,933,197 compensation options (the “Compensation Options”), a corporate financing charge of $84,000, and a cash commission of $514,502.15. For a period of 36 months following the closure of the Offering, each Compensation Option holder is entitled to buy one common share of the Company at an exercise price of $0.16.
The TSX Venture Exchange’s final approval is required for the offering.
The securities offered in accordance with the Offering have not been registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”) or any U.S. state securities laws, nor have they been offered or sold in the United States or to, or for the account or benefit of, U.S. persons without registration or any applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws.
Concerning Enduro Metals
The exploration firm Enduro Metals is concentrated on its Newmont Lake Project, a 688 km2 site in the Golden Triangle of British Columbia. Building on earlier findings, the geological team at Enduro Metals has identified many deposit environments of interest throughout the Newmont Lake Project, including as copper-gold alkalic porphyry systems at Burgundy and Andrei and high-grade epithermal/skarn gold along the McLymont Fault. The advanced Burn porphyry copper and gold project in northern British Columbia is part of the company’s larger portfolio of mineral projects across Ca
