Stardust Metal Corp. (TSXV:ZIGY) (“Stardust” or the “Company”) is pleased to announce that it has entered into an agreement with Canaccord Genuity Corp. (“Canaccord”), as lead agent and sole bookrunner, on behalf of a syndicate of agents to be formed (collectively, the “Agents”), in connection with a “best efforts” private placement offering for aggregate gross proceeds of up to $12.6 million (the “Offering”).
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it → announce → million
The Company has received a lead order from a recognized publicly traded regional producer.
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Company → receive → producer
The Offering will consist of a combination of: (i) up to 3,345,000 premium flow-through common shares of the Company (the “Premium FT Shares”) at a price of $2.725 per Premium FT Share; and (ii) up to 1,784,000 common shares of the Company (the “Common Shares”) at a price of $1.95 per Common Share.
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Offering → consist → Share
In addition, the Company will grant the Agents an option to sell an additional 15% of each of the Premium FT Shares and Common Shares, to raise additional gross proceeds of up to $1,888,600, on the same terms and conditions as set out herein, exercisable in whole or in part at any time 48 hours prior to the closing of the Offering.
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Company → grant → Offering
In the event that the Agents exercise the option in full, the gross proceeds of the Offering would be $14.5 million.
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proceeds → exercise → Offering
In consideration for their services in connection with the Offering, the Agents will receive a cash commission equal to up to 6% of the gross proceeds raised in the Offering.
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Agents → receive → Offering
The gross proceeds from the sale of the Premium FT Shares will be used by the Company to incur eligible “Canadian exploration expenses” that will qualify as “flow-through mining expenditures” (as such terms are defined in the Income Tax Act (Canada)) (the “Qualifying Expenditures”) related to the Company’s projects in Ontario on or before December 31, 2027.
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terms → use → December
All Qualifying Expenditures will be renounced in favour of the subscribers of the Premium FT Shares effective no later than December 31, 2026.
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Expenditures → renounce → December
In the event that the Company is unable to renounce the Qualifying Expenditures and/or the Qualifying Expenditures are reduced by the Canada Revenue Agency, the Company will indemnify each Premium FT Share subscriber for any 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 as agreed.
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Company → renounce → reduction
The net proceeds from the sale of the Common Shares will be used for working capital and general corporate purposes.
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proceeds → use → capital
The Premium FT Shares and Common Shares will be offered on a private placement basis pursuant to applicable exemptions from the prospectus requirements in all of the Provinces of Canada under National Instrument 45-106 − Prospectus Exemptions, and by way of private placement in such other jurisdictions in accordance with applicable laws as agreed upon by the Company and the Agents.
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Shares → offer → Company
Closing of the Offering is expected to occur on or about October 8, 2026 and is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory and other approvals including the approval of the TSX Venture Exchange.
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Closing → expect → Exchange
The Premium FT Shares and Common Shares issued under the Offering will be subject to a statutory hold period in Canada expiring four months and one day from the closing of the Offering.
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Shares → issue → Offering
This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States.
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release → constitute → States
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.
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securities → describe → requirements
This press release does not constitute an offer to acquire securities in any jurisdiction.
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release → constitute → jurisdiction
Its main assets include the McGarry and Omega projects, in addition to its Kirkland West and Goldie projects.
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assets → include → projects
McGarry also contains a large historic tailings complex in the Kirkland Lake region.
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McGarry → contain → region
The technical information contained in this news release has been reviewed and approved by Dr. Mynyr Hoxha, P.Geo, VP Exploration at Stardust Metal Corp., a Qualified Person, as defined in “National Instrument 43-101, Standards of Disclosure for Mineral Projects.”
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information → contain → Projects
For the exploration undertaken by Stardust, all assay batches are accompanied by rigorous quality assurance procedures, including the insertion of standards and blanks.
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batches → undertake → standards
This news release contains certain statements that constitute forward looking information within the meaning of applicable securities laws.
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that → contain → laws
These statements relate to future events of the Company including the completion of the Offering, the gross proceeds to be raised in the Offering, fees payable in connection with the Offering, and the planned use of proceeds of the Offering.
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statements → relate → Offering
Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as “seek”, “anticipate”, “plan”, “continue”, “estimate”, “expect”, “forecast”, “may”, “will”, “project”, “predict”, “potential”, “targeting”, “intend”, “could”, “might”, “should”, “believe”, “outlook” and similar expressions) are not statements of historical fact and may be forward looking information.
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that → express → fact
All statements, other than statements of historical fact, included herein are forward-looking statements.
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statements → include → fact
Forward looking information involves known and unknown risks, uncertainties and other factors which may cause the actual results, performance, or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information.
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results → look → information
Such risks include, among others: the state of the equity financing markets in Canada and other jurisdictions; the receipt of regulatory approvals; fluctuations in metals prices; the inherent risk of the mining industry; adverse economic and market developments; risks of unexpected cost increases; risks relating to exploration and development activities; risks relating to future prices of mineral resources; risks related to work site accidents; risks related to geological uncertainties and variations; risks related to government and community support of the Company’s projects; and other risks related to the mining industry.
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risks → include → industry
The Company believes that the expectations reflected in such forward-looking information are reasonable, but no assurance can be given that these expectations will prove to be correct and such forward-looking information should not be unduly relied upon.
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information → believe → information
These statements speak only as of the date of this news release.
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statements → speak → release
The Company does not intend, and does not assume any obligation, to update any forward-looking information except as required by law.
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Company → intend → law
Additional information identifying risks and uncertainties is contained in filings by Stardust with Canadian securities regulators, which filings are available under Stardust’s profile at www.sedarplus.ca.
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filings → identify → www.sedarplus.ca
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.
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term → define → release
The Aporia
