Mr. Bruce Counts reports
ERIC SPROTT INVESTS $2 MILLION IN STORM EXPLORATION
Storm Exploration Inc. has arranged a non-brokered private placement of five million units of the company at a price of 40 cents per unit for gross proceeds of $2-million. A corporation beneficially owned by Eric Sprott is subscribing for the entire offering. Once completed, Mr. Sprott's corporation will become Storm's largest shareholder.
"Mr. Sprott's investment will strengthen Storm's treasury and shareholder base," said Bruce Counts, president and chief executive officer of Storm Exploration. "Junior exploration is speculative. We appreciate the confidence he has shown in our team.
"Storm is about to commence up to 3,000 metres of drilling at Gold Standard, transitioning from speculation to verification of the large volcanogenic massive sulphide (VMS) target. We are entering an exciting phase of exploration."
Financing terms
Each unit (priced at 40 cents) will consist of one common share of the company and one-half of one common share purchase warrant. Each warrant will entitle the holder to acquire one additional common share at a price of 55 cents for a period of two years from the closing of the offering.
No commissions or finders' fees are payable by the company in connection with the offering.
The company intends to use the net proceeds of the offering for exploration drilling programs at its Gold Standard project and for general corporate and working capital purposes.
The offering is being made to Mr. Sprott, through 2176423 Ontario Ltd., an accredited investor, in reliance on the accredited investor exemption available under National Instrument 45-106, Prospectus Exemptions. The securities issued pursuant to the offering will be subject to a four-month-and-one-day hold period from the date of issuance.
Completion of the offering is subject to certain conditions, including receipt of all necessary approvals, including the approval of the TSX Venture Exchange.
Related party transaction
Mr. Sprott, through 2176423 Ontario, a corporation beneficially owned by him, is committing to subscribe for five million units in the offering for an aggregate purchase price of $2-million (the insider participation). The insider participation will constitute a related party transaction within the meaning of Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. The company expects to rely on the exemptions from the formal valuation and minority shareholder approval requirements provided under sections 5.5(a) and 5.7(1)(a), respectively, of MI 61-101, on the basis that neither the fair market value of the units issued to Mr. Sprott nor the fair market value of the consideration paid by Mr. Sprott exceeds 25 per cent of the company's market capitalization.
Following completion of the offering, Mr. Sprott, through 2176423 Ontario, will hold more than 10 per cent of the company's issued and outstanding common shares and will accordingly become a reporting insider of the company. On a partially diluted basis, assuming the exercise of the warrants forming part of the units, Mr. Sprott's ownership interest will remain below 20 per cent as a result of the 19.99-per-cent control person blocker contained in the warrants.
We seek Safe Harbor.
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