
Irruptive Metals Corp. (TSXV: IRR) is pleased to announce that it has closed its previously-announced “bought deal” brokered private placement offering for aggregate gross proceeds of C$60 million, including the exercise in full of the option granted to the Underwriters (as defined herein). In connection with the Offering, the Company issued an aggregate of 48 million units of the Company at a price of C$1.25 per Unit.
Each Unit is comprised of one common share of the Company and one-half of one Common Share purchase warrant of the Company. Each Warrant entitles the holder thereof to acquire one Common Share at a price of C$1.65 per Warrant Share for a period of 24 months following the closing date of the Offering.
“The closing of this $60 million financing represents a significant vote of confidence in Irruptive Metals and the substantial copper-gold potential of our Pimentón Project,” said Alfredo Bazo, President and CEO of Irruptive Metals. “With our recent drill results demonstrating geological continuity and strong mineralization at the Central target, we are now well-funded to accelerate our exploration program. These proceeds will enable us to advance Pimentón toward resource definition and unlock the full value of this high-quality asset in one of the world’s most prolific porphyry copper-gold belts. We are thrilled to have the funding and investor confidence to execute on our exploration strategy!”
The Offering was led by Canaccord Genuity Corp. as sole bookrunner and lead underwriter, together with Haywood Securities Inc. and Velocity Trade Capital Ltd. In consideration for their services, the Underwriters were paid a cash fee equal to C$3,510,000. The Company also issued an aggregate of 2,880,000 non-transferable broker warrants to the Underwriters. Each Broker Warrant is exercisable to acquire one Common Share at the Offering Price for a period of 24 months from the closing date of the Offering.
The net proceeds received from the Offering will be used to advance the Company’s Pimentón Project, as well as for working capital and general corporate purposes.
All securities issued under the Offering are subject to a hold period in Canada of four months and one day from the closing date of the Offering, expiring January 11, 2027. The Offering remains subject to final acceptance of the TSX Venture Exchange.
Certain insiders of the Company subscribed for an aggregate of 6,071,995 Units for aggregate gross proceeds of C$7,589,993.75, comprising (i) 181,995 Units (C$227,493.75) subscribed for by Alfredo Bazo, the Company’s President, Chief Executive Officer and a director, (ii) 440,000 Units (C$550,000) subscribed for by [Thomas Bata], a 10% security holder of the Company, and (iii) 5,450,000 Units (C$6,812,500) subscribed for by Mercedes Juliana Benavides Ganoza de Vizquerra] a 10% security holder of the Company. The Participating Insiders are each considered an “insider” of the Company within the meaning of applicable securities legislation and, as a result, their participation in the Offering constitutes a “related party transaction” for the purposes of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions. In completing each Insider Subscription, the Company is relying on exemptions from the formal valuation and minority shareholder approval requirements available under MI 61-101. Specifically, the Company is exempt from the formal valuation requirement in Section 5.4 of MI 61-101 in reliance on Section 5.5(a) of MI 61-101 as the fair market value of the Insider Subscriptions is not more than 25% of the Company’s market capitalization. Additionally, the Company is exempt from the minority shareholder approval requirement in Section 5.6 of MI 61-101 in reliance on Section 5.7(1)(a) of MI 61-101 as the fair market value of the Insider Subscriptions is not more than 25% of the Company’s market capitalization.
The securities offered have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful.
Issuance of RSUs
The Company also announces that it has granted an aggregate of 150,000 restricted share units of the Company to certain advisors and officers of the Company pursuant to the Company’s omnibus incentive plan. The RSUs will vest in equal thirds on the first, second and third anniversaries of the grant date, subject to the terms of the applicable award agreements, the Plan and the policies of the Exchange.
About Irruptive Metals Corp.
Irruptive Metals Corp. is a Canadian copper-gold exploration company focused on unlocking value from high-quality mineral projects in Chile. The Company’s flagship Pimentón Project is strategically located within one of the world’s most prolific porphyry copper-gold belts and has been the subject of extensive historical exploration by major mining companies, underscoring its significant discovery potential.
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