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High Tide Resources Corp
Symbol HTRC
Shares Issued 87,002,660
Close 2026-02-05 C$ 0.20
Market Cap C$ 17,400,532
Recent Sedar+ Documents

High Tide arranges private placements

2026-02-05 20:36 ET - News Release

Mr. Steve Roebuck reports

HIGH TIDE RESOURCES ANNOUNCES NON-BROKERED PRIVATE PLACEMENTS

High Tide Resources Corp. has arranged a non-brokered private placement offering pursuant to which the company intends to issue any combination of: (i) units of the company (the LIFE (listed issuer financing exemption) HD (hard-dollar) units) at a price of 20 cents per LIFE HD unit; and (ii) charity flow-through (CFT) units of the company at a price of 27 cents per CFT unit, subject to the sale of a minimum of 7.5 million LIFE HD units and a minimum of 12.5 million CFT units for minimum aggregate gross proceeds of $4,875,000, and subject further to maximum aggregate gross proceeds of up to $6,225,000. PowerOne Capital Markets Inc., among others, has agreed to act as a finder under the LIFE offering.

Each LIFE HD unit 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 common share at an exercise price of 30 cents per warrant share for a period of 24 months from the date of issuance. Each CFT unit will consist of one common share to be issued as a flow-through share within the meaning of Subsection 66(15) of the Income Tax Act (Canada) and one-half of one warrant.

The company also announces a concurrent non-brokered private placement offering (non-LIFE offering), pursuant to which the company intends to issue up to two million units of the company at a price of 20 cents per non-LIFE unit for gross proceeds of up to $400,000. Each non-LIFE unit will consist of one common share and one-half of one warrant.

The LIFE offered securities will be offered pursuant to the listed issuer financing exemption under Part 5A 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 the provinces of Alberta, British Columbia, Manitoba, Nova Scotia, Ontario, Quebec and Saskatchewan, and in certain other jurisdictions outside of Canada, in accordance with applicable securities laws and OSC Rule 72-503, Distributions Outside Canada. The non-LIFE units will be offered pursuant to the prospectus exemptions under NI 45-106 other than the LIFE. The common shares underlying part of the LIFE HD units and the CFT shares underlying part of the CFT units will not be subject to a hold period under applicable Canadian securities laws. The common shares underlying the non-LIFE units, the warrants and the warrant shares, if issued prior to the date that is four months from the day of issuance, will be subject to a four-month-and-one-day hold period.

The company will use an amount equal to the gross proceeds of the sale of the CFT units to incur Canadian exploration expenses after the closing date and prior to Dec. 31, 2027, and shall renounce the qualifying expenditures so incurred to the purchasers of the CFT units effective on or before Dec. 31, 2026. Such proceeds are expected to be used to conduct a drill program, and advance metallurgical testwork and complete an environmental base line study at the company's Labrador West iron project at the company's Labrador West iron project. The net proceeds for the sale of the LIFE HD units and the non-LIFE units shall be used for general corporate and working capital purposes.

The company expects to pay eligible finders a cash commission of up to 7 per cent of the gross proceeds raised under the offerings and to issue finders' warrants equal to up to 7 per cent of the number of offered securities sold under the offerings. Each finder's warrant will entitle the holder to acquire one non-LIFE unit at a price of 20 cents for a period of 24 months from closing of the applicable Offering. The offerings are expected to close on or about Feb. 25, 2026, or such other date as the company may determine, subject to the receipt of all required regulatory approvals.

There is an offering document related to the LIFE offering that can be accessed under the company's profile on SEDAR+ and on the company's website. Prospective investors should read this offering document before making an investment decision.

The company also announces that, effective Jan. 31, 2026, the company issued five separate promissory notes to certain directors, officers and services providers of the company having an aggregate value of $329,084.80, evidencing loans from such persons for working capital purposes. The notes do not bear interest, and are due and payable no later than Jan. 31, 2028. The issuance of the notes to directors and officers of the company is a related party transaction as defined under Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions, however, it is exempt from the formal valuation and minority shareholder approval requirements provided under MI 61-101 pursuant to Section 5.5(a) and Section 5.7(1)(a) of MI 61-101, on the basis that the value of the notes issued to insiders does not exceed 25 per cent of the fair market value of the company's market capitalization.

About High Tide Resources Corp.

High Tide is focused on and committed to the development of mineral projects critical to infrastructure development using industry best practices combined with a strong social licence from local communities. High Tide owns a 100-per-cent interest in the Labrador West iron project, which hosts a National Instrument 43-101 inferred iron resource of 654.9 million tonnes (t) at 28.84 per cent iron (Fe) and is located adjacent to IOCC's Carol Lake mine in Labrador City, Nfld. This resource is exposed at surface and was pit constrained for an open-pit mining scenario. The technical report was filed on SEDAR+ on April 6, 2023, and was written by Ryan Kressall, MSc, PGeo, Matthew Herrington, MSc, PGeo, Catharine Pelletier, PEng, and Jeffrey Cassoff, PEng.

The company also owns a 100-peer-cent interest in the Lac Pegma copper-nickel-cobalt deposit, located 50 kilometres southeast of Fermont, Que.

Further details on the company, including an NI 43-101 technical report on the Labrador West iron property, can be found on the company's website.

Qualified person

The technical information contained in this news release has been approved by Steve Roebuck, PGeo, chief executive officer and director of High Tide, who is a qualified person as defined in NI 43-101, Standards of Disclosure for Mineral Projects.

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