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Elton Resources Corp
Symbol DBAY
Shares Issued 196,916,245
Close 2026-10-09 C$ 0.195
Market Cap C$ 38,398,668
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Elton arranges $5-million private placement

2026-10-09 17:36 ET - News Release

Mr. Carson Phillips reports

ELTON ANNOUNCES PRIVATE PLACEMENT OF FLOW THROUGH UNITS

Elton Resources Corp. has arranged a non-brokered private placement financing of up to 22,727,273 flow-through units of the company at a price per FT unit of 22 cents for aggregate gross proceeds of up to approximately $5-million.

Each FT unit will be composed of one flow-through common share of the company that will qualify as a flow-through share within the meaning of Subsection 66(15) of the Income Tax Act (Canada) and one-half of one flow-through common share purchase warrant of the company that will qualify as a flow-through share within the meaning of Subsection 66(15) of the tax act. Each whole FT warrant shall be exercisable for a period of three years from the date of issuance thereof for one common share of the company, on a non-flow-through basis, at an exercise price of 30 cents.

The gross proceeds from the issuance of the FT shares and the FT warrants will be used to incur Canadian exploration expenses as defined in Subsection 66.1(6) of the tax act that qualify as flow-through critical mineral mining expenditures as defined in Subsection 127(9) of the tax act. The qualifying expenditures will be incurred on or before Dec. 31, 2027, and will be renounced by the company to the initial purchasers of the FT shares and the FT warrants with an effective date no later than Dec. 31, 2026, in an aggregate amount not less than the gross proceeds raised from the issue of the FT shares and the FT warrants. In the event the company is unable to renounce qualifying expenditures effective on or prior to Dec. 31, 2026, for each FT share and FT warrant in an aggregate amount not less than the gross proceeds raised from the issue of FT shares and the FT warrants, and/or the qualifying expenditures are otherwise reduced by the Canada Revenue Agency, the company will indemnify each subscriber for the additional taxes payable by such subscriber as a result of the company's failure to renounce the qualifying expenditures or as a result of the reduction, in accordance with the terms of the applicable subscription agreement.

It is expected that the FT units, FT shares, FT warrants and warrant shares issued pursuant to the offering will be subject to a hold period of four months and one day from the date of issuance pursuant to applicable securities laws in Canada.

The offering is expected to close on such date or dates in one or more tranches as may be determined by the company. The closing of the offering is subject to certain conditions, including, but not limited to, the approval of the TSX Venture Exchange.

In connection with the offering, subject to TSX-V and other approvals, the company may pay to certain finders fees of up to 6.0 per cent in cash and non-transferable warrants equal to up to 6.0 per cent of the number of FT units sold under the offering. Each such warrant is expected to be exercisable to acquire one common share of the company for a period of three years from the date of issuance thereof at an exercise price of 20 cents, or such other price as may be acceptable to the TSX-V.

Any participation by related parties (as such term is defined under Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transaction)) of the company in the offering will constitute a related-party transaction under MI 61-101 but is expected to be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101.

About Elton Resources Corp.

The company is a mining exploration company focused on the exploration and development of the Darnley Bay project in Northwest Territories, Canada. The company trades on the TSX Venture Exchange under the symbol DBAY.

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