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/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES. NOT AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES/
VANCOUVER, British Columbia, March 27, 2025 (GLOBE NEWSWIRE) -- Yukon Metals Corp. (CSE: YMC, FSE: E770, OTC: YMMCF) ("Yukon Metals” or the "Company”) is pleased to announce that in connection with its previously announced "best efforts” private placement, the Company and Cormark Securities Inc. together with Canaccord Genuity Corp. (the "Co-Agents”), have agreed to increase the size of the previously announced private placement for aggregate gross proceeds of up to approximately C$10 million (the "Offering”).
The Offering will consist of the issuance and sale of 18,181,818 units of the Company (the "Units”) at a price of C$0.55 per Unit (the "Issue Price”). Each Unit will consist of one common share of the Company (each, a "Unit Share”) and one-half of one common share purchase warrant (each whole warrant, a "Warrant”). Each Warrant shall entitle the holder thereof to purchase one common share of the Company (each, a "Warrant Share”) at a price of C$0.80 at any time before 5:00 p.m. (Toronto time) on the date that is 36 months following the Closing Date (as defined below).
The Company has granted the Co-Agents an option, exercisable in whole or in part, at any time prior to 48 hours before the Closing Date, to increase the size of the Offering to raise additional gross proceeds of up to C$1,500,000.
Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106 - Prospectus Exemptions ("NI 45-106”), the Units will be offered for sale to purchasers resident in Canada, except Québec, or other qualifying jurisdictions pursuant to one or more of the following exemptions from the prospectus requirement under National Instrument 45-106 - Prospectus Exemptions ("NI 45-106”): (i) the listed issuer financing exemption under Part 5A of NI 45-106 (the "Listed Issuer Financing Exemption”); and (ii) other available exemptions under NI 45-106. To the extent that any Units exceed the maximum value of securities permitted to be sold pursuant to the Listed Issuer Financing Exemption, such Units shall be offered and sold by way of a concurrent private placement in reliance on other available exemptions from the prospectus requirements under applicable securities laws. The CoAgents will also be entitled to offer the Units for sale 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 it is understood that no prospectus filing or comparable obligation, ongoing reporting requirement or requisite regulatory or governmental approval arises in such other jurisdictions.
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The securities described herein have not been and will not be registered under the United States Securities Act of 1933, as amended, or any U.S. state securities laws, and may not be offered or sold in the United States absent registration or available exemptions from such registration requirements. This press release does not constitute an offer to acquire securities in any jurisdiction.
There is an amended and restated offering document with respect to the portion of the Offering being conducted pursuant to the Listed Issuer Financing Exemption that can be accessed under the Company's profile at www.sedarplus.ca and the Company's website at https://yukonmetals.com/. Purchasers of Units issued under the Listed Issuer Financing Exemption will have the benefit of the amended and restated offering document and the rights provided under the Listed Issuer Financing Exemption. Prospective investors of Units issued under the Listed Issuer Financing Exemption should read this amended and restated offering document before making an investment decision.
The Company intends to use the net proceeds from the Offering for working capital and general corporate purposes.
The Offering is expected to close on or about April 9, 2025, or on such other date as may be agreed to by the Company and the Co-Agents, subject to compliance with applicable securities laws (the "Closing Date”). Notwithstanding the foregoing, the closing of any Units issued pursuant to the Listed Issuer Financing Exemption must occur no later than the 45th day after the news release dated March 26, 2025.
The completion of the Offering is subject to customary conditions, including, but not limited to, the negotiation of an agency agreement between the parties with respect to the Offering and the receipt of all necessary approvals, inclusive of (if applicable) the approval of the Canadian Securities Exchange.
ABOUT YUKON METALS CORP.
Yukon Metals is well financed and represents a property portfolio built on over 30 years of prospecting by the Berdahl family, the prospecting team behind Snowline Gold's portfolio of primary gold assets. The Yukon Metals portfolio consists primarily of copper-gold and silver-lead-zinc assets, with a substantial gold and silver component. The Company is led by an experienced Board of Directors and Management Team across technical and finance disciplines.
Yukon Metals is focused on fostering sustainable growth and prosperity within Yukon's local communities, while simultaneously enhancing stakeholder value. Our strategy centers around inclusivity and shared prosperity, offering both community members and investors the chance to contribute to, and benefit from, our ventures.
THE YUKON
The Yukon ranks 10th most prospective for mineral potential across global jurisdictions according to the Fraser Institute's 2023 Survey of Mining Companies and is host to a highly experienced and conscientious local workforce, fostered by a long culture of exploration coupled with deep respect for the land. Recent major discoveries with local roots such as Snowline Gold's Rogue Project - Valley Discovery, demonstrate the Yukon's potential to generate fresh district-scale mining opportunities.
"ON BEHALF OF THE BOARD OF YUKON METALS CORP.”
"Rory Quinn”
Rory Quinn
President & CEO
Email: [email protected]
Phone: 604-366-4408
For additional information, please contact:
Kaeli Gattens
Vice President, Investor Relations & Communications
Yukon Metals Corp.
Email: [email protected]
Website: www.yukonmetals.com
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS AND INFORMATION
This news release contains forward-looking statements and forward-looking information (collectively, "forward-looking statements") within the meaning of applicable securities laws. Such forward-looking statements include, without limitation, statements regarding the closing of the Offering, the timing of the closing of the Offering, the use of proceeds from the Offering, the receipt of regulatory approvals and future results of operations, performance and achievements of the Company. Although the Company believes A-5 that such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to be correct. Forward-looking statements are typically identified by words such as: believe, expect, anticipate, intend, estimate, postulate and similar expressions, or are those, which, by their nature, refer to future events. The Company cautions investors that any forward-looking statements by the Company are not guarantees of future results or performance, and that actual results may differ materially from those in forward-looking statements as a result of various factors and risks, including, uncertainties with respect to obtaining all regulatory approvals to complete the Offering, uncertainties of the global economy, market fluctuations, the discretion of the Company in respect to the use of proceeds discussed above, any exercise of termination by counterparties under applicable agreements, the Company's inability to obtain any necessary permits, consents or authorizations required for its activities, to produce minerals from its properties successfully or profitably, to continue its projected growth, to raise the necessary capital or to be fully able to implement its business strategies, the Yukon having the potential to generate fresh districtscale mining opportunities and other risks identified in its disclosure documents filed at www.sedarplus.ca. This news release is not, and is not to be construed in any way as, an offer or recommendation to buy or sell securities in Canada or in the United States. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual events, results and/or developments may differ materially from those in the forward-looking statements. Readers should not place undue reliance on the Company's forward-looking statements. The forward-looking statements are made as of the date of this news release and the Company assumes no obligation to update or revise any forward-looking statements to reflect new events or circumstances, except in accordance with and as required by applicable securities laws.
