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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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ORIGINAL: Elton Announces Private Placement of Flow Through Units

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

Vancouver, British Columbia--(Newsfile Corp. - October 9, 2026) - Elton Resources Corp. (TSXV: DBAY) (formerly Chicane Capital I Corp.) (the "Company") is pleased to announce a non-brokered private placement financing (the "Offering") of up to 22,727,273 "flow through" units of the Company ("FT Units") at a price per FT Unit of $0.22 for aggregate gross proceeds of up to approximately $5,000,000.

Each FT Unit will be comprised of one flow-through common share of the Company (each, a "FT Share") that will qualify as a "flow-through share" within the meaning of subsection 66(15) of the Income Tax Act (Canada) (the "Tax Act") and one-half of one flow-through common share purchase warrant of the Company (each whole warrant, a "FT Warrant") 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 (3) years from the date of issuance thereof for one common share of the Company (each, a "Warrant Share"), on a non-flow through basis, at an exercise price of $0.30.

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"). The Qualifying Expenditures will be incurred on or before December 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 December 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 December 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 (the "TSXV").

In connection with the Offering, subject to TSXV and other approvals, the Company may pay to certain finders, fees of up to 6.0% in cash and non-transferable warrants equal to up to 6.0% 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 (3) years from the date of issuance thereof at an exercise price of $0.20, or such other price as may be acceptable to the TSXV.

Any participation by "related parties" (as such term is defined under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transaction ("MI 61-101")) 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". For more information, please visit www.eltonresources.com.

Further Information

For further information, please contact:

Elton Resources Corp.
c/o Suite 2600, 1066 West Hastings Street
Vancouver, British Columbia
V6E 3X1 Canada

Contact: Carson Phillips
Telephone: 604-657-5871

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful, including any of the securities in the United States of America. The securities of the Company have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons unless registered under the U.S. Securities Act and applicable state securities laws, or an exemption from such registration requirements is available. "United States" and "U.S. person" have the meaning ascribed to them in Regulation S under the U.S. Securities Act.

Cautionary Note Regarding Forward-Looking Information

The information contained herein contains "forward-looking information" within the meaning of applicable Canadian securities legislation. "Forward-looking information" includes, but is not limited to, statements with respect to the activities, events or developments that the Company expects or anticipates will or may occur in the future, including, without limitation, statements with respect to, the completion of the Offering; the expected gross proceeds of the Offering; the use of proceeds from the Offering; the anticipated date(s) for closing of the Offering; the receipt of all necessary regulatory and other approvals, including approval of the TSXV; the expected incurrence by the Company of eligible Canadian exploration expenses that will qualify as flow-through critical mineral mining expenditures on or before December 31, 2027; and the renunciation by the Company of the Canadian exploration expenses (on a pro rata basis) to each subscriber of FT Shares and FT Warrants by no later than effective December 31, 2026. Generally, but not always, forward-looking information can be identified by the use of words such as "plans", "expects", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", or "believes" or the negative connotation thereof or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved" or the negative connotation thereof.

Such forward-looking information is based on numerous assumptions, including among others, that the results of planned exploration activities are as anticipated, the price of metals and other commodities, the anticipated cost of planned exploration activities, that general business and economic conditions will not change in a material adverse manner, that financing will be available if and when needed and on reasonable terms, that third party contractors, equipment and supplies and governmental and other approvals required to conduct the Company's planned exploration activities will be available on reasonable terms and in a timely manner. Although the assumptions made by the Company in providing forward-looking information are considered reasonable by management at the time, there can be no assurance that such assumptions will prove to be accurate.

Forward-looking information and statements also involve known and unknown risks and uncertainties and other factors, which may cause actual events or results in future periods to differ materially from any projections of future events or results expressed or implied by such forward-looking information or statements, including, among others: negative operating cash flow and dependence on third party financing; uncertainty of additional financing; no known current mineral resources or reserves; the limited operating history of the Company; aboriginal title and consultation issues; reliance on key management and other personnel; actual results of exploration activities being different than anticipated; changes in exploration programs based upon results; availability of third party contractors; availability of equipment and supplies; failure of equipment to operate as anticipated; accidents; effects of weather and other natural phenomena and other risks associated with the mineral exploration industry; environmental risks; changes in laws and regulations; community relations and delays in obtaining governmental or other approvals and the risk factors with respect to the Company set out in the Company's filings with the Canadian securities regulators and available under the Company's profile on SEDAR+ at www.sedarplus.ca.

Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward-looking information. The Company does not undertake to update any forward-looking information, except in accordance with applicable securities laws.

Not for distribution to United States newswire services or for dissemination in the United States.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/318447

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