An anonymous director reports
STORM EXPLORATION ANNOUNCES NON-BROKERED PRIVATE PLACEMENT
Storm Exploration Inc. will conduct a non-brokered private placement, subject to the approval of the TSX Venture Exchange, for aggregate gross proceeds of up to $2,572,500.
The offering will consist of units at a price of 35 cents per unit and charity flow-through units at a price of 50.75 cents per charity FT unit. Each unit will consist of one common share of the company and one-half warrant each whole warrant entitling the holder thereof to acquire an additional common share of the company at an exercise price of 50 cents per warrant share for a period of 24 months from the date of issuance. The charity FT units will consist of one flow-through share and one-half warrant with the same terms as the unit warrants.
The offering is not subject to a minimum amount, and the maximum gross proceeds of the offering is $2,572,500. Under the offering, a maximum of six million common shares of the company and three million warrants will be issuable under the units and the charity FT units. The gross proceeds from the sale of the charity FT units will be used by the company to incur eligible Canadian exploration expenses, which qualify as flow-through critical mineral mining expenditures under the Income Tax Act (Canada), and to renounce such qualifying expenditures to the purchasers of the charity FT units with an effective date of no later than Dec. 31, 2026, in an aggregate amount not less than the gross proceeds raised from the issuance of the charity FT units. The net proceeds from the sale of the units will be used to advance the company's gold and base metal properties in Northern Ontario and for general working capital purposes. If the offering is oversubscribed, subscriptions will be accepted at the discretion of the company and subject to the approval of the exchange.
The offering will be conducted pursuant to available prospectus exemptions, including sales to accredited investors, family members, close friends and business associates of directors and officers of the company, to purchasers who have obtained suitability advice from a registered investment dealer pursuant to the exemption set out in B.C. Instrument 45-536 (the Investment Dealer Exemption), and to existing shareholders of the company pursuant to the exemption set out in B.C. Securities Commission B.C. Instrument 45-534 (the Existing Shareholder Exemption).
The existing shareholder exemption is available to shareholders residing in all Canadian jurisdictions. Shareholders of record of the company as of June 30, 2026, are eligible to participate under the existing shareholder exemption. To rely upon the existing shareholder exemption, the subscriber: (a) must have been a shareholder of the company on the record date and continue to hold shares of the company until the date of closing of the offering; (b) must be purchasing the units or charity FT units as a principal; and (c) may not subscribe for more than $15,000 of securities from the company in any 12-month period or must have received advice from a registered investment dealer regarding the suitability of the investment. Existing shareholders interested in participating in the offering should consult their investment adviser or the company directly.
The offering may be closed in one or more tranches as subscriptions are received. All securities issued pursuant to the offering will be subject to a statutory hold period of four months and one day from the date of issuance in accordance with applicable Canadian securities laws.
The company anticipates that current insiders of the company may participate in the offering. Subject to the approval of the exchange, the company may pay cash finders' fees and/or issue finders' warrants in connection with the offering in accordance with the policies of the exchange. As required by the investment dealer exemption, the company confirms that there are no material facts or material changes that have not been disclosed.
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