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Enduro Metals Announces Closing of Non-Brokered Private Placement for Gross Proceeds of Approximately $1.64 Million

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Enduro Metals Announces Closing of Non-Brokered Private Placement for Gross Proceeds of Approximately $1.64 Million






Enduro Metals Corporation (TSX-V: ENDR) (OTCQB: ENDMD) (FSE: SOG0) announces that it has closed a non-brokered private placement of 4,093,123 units of the Company at purchase price of $0.40/Unit for gross proceeds of $1,637,250. Each Unit is comprised of one common share in the capital of the Company and one-half of one Common Share purchase warrant.  Each Warrant entitles the holder to acquire an additional Common Share at a purchase price of $0.80/share for a period of three years from the date of issuance.


It is expected that the proceeds from the sale of Units will be used for exploration and development of the Company’s Newmont Lake Project located in Northwest British Columbia and for general working capital purposes.


In accordance with the policies of the TSX Venture Exchange, the Company paid aggregate finders’ fees of $1,750 and issued an aggregate of 4,375 finder’s warrants upon closing of the Offering.  Each Finder Warrant entitles the holder to acquire one Common Share at a purchase price of $0.40/share for a period of three (3) years from the date of issuance.


All securities issued will be subject to a four-month holding period from the date of issuance and subject to TSXV approval.  The Offering remains subject to the acceptance of the TSXV.


Related Party Transaction


The Offering constitutes a “related party transaction” as such term is defined under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions as certain officers of the Company have participated in the Offering, acquiring in aggregate 275,625 Units for aggregate consideration of $110,250.  The Company has relied on exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(b) and 5.7(1)(a) of MI 61-101 in respect of related party participation in the Offering as the Company is not listed on a specified market and neither the fair market value (as determined under MI 61-101) of the subject matter of, nor the fair market value of the consideration for, the transaction, insofar as it involved the related party, exceeded 25% of the Company’s market capitalization (as determined under MI 61-101). The Offering was approved by the board of directors of the Company with conflicted directors abstaining. The Company did not file a material change report at least 21 days prior to the anticipated date of completion of the Private Placement due to the Company’s determination that it is in the best interests of the Company to avail itself of the proceeds and complete the Private Placement in an expeditious manner.


Early Warning Disclosure


Evanachan Limited acquired 3,000,000 Units under the Offering for total consideration of $1,200,000.  Prior to the closing of the Offering, Evanachan beneficially owned, or had control and direction over, 1,066,000 Common Shares, representing approximately 4.4% of the Company’s issued and outstanding Common Shares.  Subsequent to the Offering, Evanachan beneficially owns and controls, directly or indirectly, 4,066,666 Common Shares, representing approximately 14.5% of the outstanding Common Shares, and 1,500,000 Warrants.  If Evanachan were to exercise all of the Warrants acquired under the Offering, it would obtain ownership and control over an additional 1,500,000 Common Shares, which when aggregated with the other Common Shares directly or indirectly owned or controlled by Evanachan would total 5,566,666 Common Shares, representing approximately 18.8% of the issued and outstanding Common Shares on a partially diluted basis (i.e., assuming the exercise of only Evanachan’s convertible securities).


Evanachan has advised the Company that the Units were acquired for investment purposes. Evanachan currently has no plans or intentions with respect to its Common Shares, depending on market conditions, general economic and industry conditions, trading prices of the Common Shares, the Company’s business, financial condition and prospects and/or other relevant factors, Evanachan may develop such plans or intentions in the future and, at such time, may from time to time acquire additional Common Shares, dispose of some or all of the existing or additional Common Shares or may continue to hold the Common Shares.


A copy of the applicable early warning report will appear on the Company’s profile on SEDAR+ and may also be obtained by contacting Evanachan at (647) 258-0395, 150 King St. West Suite 2800 Toronto, Ontario M5H 1J9.


About Enduro Metals


Enduro Metals is an exploration company focused on its Newmont Lake Project; a total 688km2 property located between Eskay Creek, Snip, and Galore Creek within the heart of British Columbia’s Golden Triangle. Building on prior results, the Company’s geological team has outlined multiple deposit environments of interest across the Newmont Lake Project including high-grade epithermal/skarn gold along the McLymont Fault, copper-gold alkalic porphyry mineralization at Burgundy, newly discovered copper-gold porphyry mineralization at North Toe, and a large 10km x 4km geochemical anomaly hosting various gold, silver, copper, zinc, nickel, cobalt, and lead mineralization along the newly discovered Chachi Corridor.


Posted February 19, 2024

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