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Xcite Resources Inc
Symbol XRI
Shares Issued 19,674,940
Close 2025-09-10 C$ 0.125
Market Cap C$ 2,459,368
Recent Sedar Documents

Xcite Resources, Eagle Plains sign amending agreements

2025-09-17 20:21 ET - News Release

Also News Release (C-EPL) Eagle Plains Resources Ltd

Mr. Jean-Francois Meilleur of Xcite reports

XCITE RESOURCES ANNOUNCES CONCURRENT BROKERED LIFE OFFERING & FLOW-THROUGH SHARES PRIVATE PLACEMENT ALONGSIDE AMENDING AGREEMENTS RESPECTING ATHABASCA URANIUM PORTFOLI

Xcite Resources Inc. will conduct a commercially reasonable effort private placement to raise gross proceeds of up to $4-million. The financing will consist of: (i) a listed issuer financing exemption offering of up to 9,166,667 units of the company at a price of 12 cents per unit, to raise gross proceeds of up to $1.1-million; and (ii) an offering of up to 18,125,000 flow-through common shares of the company at a price of 16 cents per FT share to raise gross proceeds of up to $2.9-million.

Each unit offered under the LIFE offering 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 purchase one common share of the company at a price of 20 cents for a period of 48 months from the date of issuance. Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106 (Prospectus Exemptions), the unit offering is being made to purchasers resident in each of the provinces of Canada, pursuant to the listed issuer financing exemption under Part 5A of National Instrument 45-106. Securities issued under the LIFE offering will not be subject to a statutory hold period under applicable Canadian securities laws, in accordance with the listed issuer financing exemption under Part 5A of NI 45-106. The FT shares, issued under the flow-through offering, will be issued pursuant to the accredited investor and minimum amount exemptions, and will be subject to a statutory hold period of four months and one day from the date of issuance, in accordance with National Instrument 45-102 (Resale of Securities). The offering document related to the LIFE offering can be accessed under the company's profile at SEDAR+ and on the company's website. Prospective investors should read this offering document before making an investment decision respecting the LIFE offering.

The company intends to use the net proceeds of the LIFE offering for general corporate purposes. The gross proceeds received by the company from the sale of the FT shares under the FT offering will be used to incur eligible Canadian exploration expenses that are flow-through critical mineral mining expenditures (as such term is defined in the Income Tax Act (Canada)) related to the company's Uranium City project portfolio located in Saskatchewan, Canada. The company will renounce such CEE to the purchasers of the FT shares with an effective date of no later than Dec. 31, 2025. The FT shares will be subject to a hold period of four months and a day in accordance with applicable securities laws.

The company has appointed Canaccord Genuity Corp. as the lead agent and sole bookrunner in connection with the company's concurrent LIFE and FT offerings. Canaccord Genuity shall act as lead agent on its own behalf and, if applicable, on behalf of any duly registered investment dealers that may be brought into the selling group.

In consideration of the services to be rendered by the lead agent and the agents in connection with the offerings, the company shall, at the closing of each of the offerings, pay and/or issue to the lead agent (on its own behalf and on behalf of the agents) the following compensation:

  • Commission: commission equal to 8 per cent of the aggregate gross proceeds raised under each of the LIFE offering and the FT offering, respectively, payable in cash or, at the election of the lead agent, in common shares of the company issued at a price of 12 cents per share;
  • Broker warrants: broker warrants entitling the holder to purchase, in the aggregate, that number of offered securities (being units in the case of the LIFE offering and FT shares in the case of the FT offering) equal to 8 per cent of the number of offered securities sold under the applicable offering, exercisable at an exercise price equal to the applicable offering price and exercisable for a period of 24 months following the applicable closing date; and
  • Corporate finance fee: a corporate finance fee of $120,000, payable in cash or, at the election of the lead agent, in common shares of the company issued at a price of 12 cents per share, for advisory services rendered.

For greater certainty, the payment and issuance of the foregoing cash commission and broker warrants shall be subject to, and made in compliance with, all applicable securities laws and the rules and policies of the Canadian Securities Exchange.

Insiders of the company may participate in the financing. Pursuant to the policies of the Canadian Securities Exchange, closing the financing will be subject to receipt of approval from the company's shareholders, which the company intends to obtain by written resolution signed by company shareholders holding more than 50 per cent of the company's common shares.

Additionally, the company has entered into six amending agreements with Eagle Plains Resources Ltd. dated as of Sept. 15, 2025, relating to Xcite's Athabasca uranium property portfolio. The amending agreements have the effect of postponing the work commitments ($1.2-million in aggregate) under the agreements to Dec. 31, 2025 (see Xcite's news releases dated Dec. 14, 2023, Jan. 3, 2025, and July 3, 2025, respecting each of the Gulch, Lorado, Smitty, Don Lake, Beaver River and Black Bay properties comprising the portfolio and the option agreements, including amendments thereto, respecting the properties). Xcite would like to thank Eagle Plains Resources for its flexibility.

The company also announces that, effective Aug. 31, 2025, the company entered into promissory notes having an aggregate value of $245,520 with two insiders of the company. The promissory notes do not bear interest, are due and payable no later than Nov. 30, 2026, and may be repaid by the company early without penalty. The amounts owing under the notes represent management fees accrued but not paid for services rendered, and the promissory notes document that such amounts do not need to be repaid until Nov. 30, 2026.

About Xcite Resources Inc.

Xcite Resources is an early-stage exploration company working to become a leader in the discovery and development of energy transition metals. The uranium project portfolio in the Athabasca basin will propel the company's efforts to achieve a high-grade discovery based on new geological modelling and exploration thesis in a past-producing uranium camp dormant for 40 years. The Uranium City project portfolio constitutes the Don Lake, Beaver River, Smitty, Lorado, Gulch and Black Bay properties.

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