Mr. Chris Paul reports
HERCULES METALS CLOSES BOUGHT DEAL PRIVATE PLACEMENT OF C$31.5 MILLION
Hercules Metals Corp. has closed its previously announced bought deal private placement offering (as defined below) of 53,353,000 common shares of the company at a price of 59 cents per common share for gross proceeds of approximately $31.5-million. Pursuant to the offering, the company issued 36,353,000 common shares at the offering price for gross proceeds of $21,448,270 under the listed issuer financing exemption (as defined below) and 17 million common shares at the offering price for gross proceeds of $10.03-million pursuant to available prospectus exemptions other than the listed issuer financing exemption. The offering was conducted on a bought deal private placement basis, with BMO Capital Markets and SCP Resource Finance, acting as joint bookrunners for the offering.
The company intends to use the net proceeds of the offering for exploration and development of its 100-per-cent-owned Hercules property in western Idaho and for general working capital purposes.
Under the LIFE offering, the common shares were offered for sale by way of private placement pursuant to the listed issuer financing exemption under Section 5A.2 of National Instrument 45-106 -- Prospectus Exemptions, as modified by Coordinated Blanket Order 45-935 -- Exemptions from Certain Conditions of the Listed Issuer Financing Exemption in each of the provinces of Canada (other than the province of Quebec) and in the United States pursuant to available exemptions from the registration requirements of the United States Securities Act of 1933, as amended, and in certain other jurisdictions outside of Canada and the United States provided that no prospectus filing or comparable obligation, continuing reporting requirement, or requisite regulatory or governmental approval arises in such other jurisdictions. The common shares issued under the listed issuer financing exemption will not be subject to a statutory hold period pursuant to applicable Canadian securities laws.
Under the concurrent offering, the common shares were offered for sale by way of private placement in each of the provinces of Canada (other than the province of Quebec) pursuant to available exemptions under NI 45-106 other than the listed issuer financing exemption and in the United States pursuant to exemptions from the registration requirements of the U.S. Securities Act, and in certain other jurisdictions outside of Canada and the United States provided that no prospectus, registration statement or similar document is required to be filed, or no continuing reporting requirement or requisite regulatory or governmental approval arises in such other jurisdictions. The common shares issued in connection with the concurrent offering will be subject to a statutory hold period expiring four months and one day after the date of issuance pursuant to applicable Canadian securities laws.
In consideration for their services, the company paid the underwriters a cash fee equal to 6 per cent of the gross proceeds of the offering.
The offering is subject to final approval of the TSX Venture Exchange.
Certain insiders of the company subscribed for an aggregate of 185,000 common shares under the offering. Participation by such insiders in the offering was considered a related party transaction pursuant to Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions. The company was exempt from the requirements to obtain a formal valuation or minority shareholder approval in connection with such insiders' participation in the offering in reliance on Sections 5.5(a) and 5.7(1)(a) of MI 61-101 as the fair market value of the related party participation did not exceed 25 per cent of the company's market capitalization. A material change report in connection with the offering was filed less than 21 days in advance of the closing of the offering, which the company deemed reasonable in the circumstances so as to be able to avail itself of potential financing opportunities and complete the offering in an expeditious manner.
There is an amended and restated offering document related to the offering that can be accessed under the company's profile at SEDAR+ and on the company's website.
About Hercules Metals Corp.
Hercules Metals is an exploration company focused on developing America's newest porphyry copper district, in Idaho.
The 100-per-cent-owned Hercules project, located northwest of Cambridge, hosts the newly discovered Leviathan porphyry copper system, one of the most important new discoveries in the country to date. The company is well positioned for growth through continued drilling, supported by a strategic investment from Barrick Mining Corp.
With the potential for significant scale, the company's management and board of directors aim to deliver value to shareholders through proven discovery success.
We seek Safe Harbor.
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