Errington Metals Announces Closing of C$34.5 Million Private Placement
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Thunder Bay, Ontario, August 11, 2026 – Errington Metals Corp. (TSXV: EM) ("Errington" or the "Company") is pleased to announce that it has closed its previously-announced "best efforts" brokered private placement offering (the "Offering") for aggregate gross proceeds of C$34,515,679.50, including the partial exercise of the option granted to the Agents (as defined herein). In connection with the Offering, the Company issued an aggregate of (i) 1,927,000 common shares of the Company that qualify as "flow-through shares" within the meaning of subsection 66(15) of the Income Tax Act (Canada) (the “Flow-Through Shares") at an issue price of C$5.19 per Flow-Through Share, for gross proceeds of C$10,001,130.00 and (ii) 7,004,157 common shares of the Company (the "Offered Common Shares") at a price of C$3.50 per Offered Common Share, for gross proceeds of C$24,514,549.50.
The Company intends to use the net proceeds from the sale of the Offered Common Shares for continued exploration of the Company's Sudbury Basin Project, and for general working capital purposes. The gross proceeds from the Flow-Through Shares will be used by the Company to incur eligible resource exploration expenses which will qualify as (i) "Canadian exploration expenses" (as defined in the Tax Act), (ii) "flow-through critical mineral mining expenditures" (as defined in subsection 127(9) of the Tax Act), and (iii) "eligible Ontario critical mineral exploration expenditures" within the meaning of subsection 103(4.1) of the Taxation Act, 2007 (Ontario) (collectively, the "Qualifying Expenditures"). Qualifying Expenditures in an aggregate amount not less than the gross proceeds raised from the issue of the Flow-Through Shares will be incurred by the Company on or before December 31, 2027, and will be renounced by the Company in favour of the initial purchasers of the Flow-Through Shares with an effective date no later than December 31, 2026.
The Offering was led by Stifel Nicolaus Canada Inc., as co-lead agent and sole bookrunner, and CIBC World Markets Inc. and BMO Nesbitt Burns Inc., as co-lead agents, for and on behalf of a syndicate of agents that included Red Cloud Securities Inc., ATB Capital Markets Corp. and Beacon Securities Limited (collectively, the "Agents"). In consideration for their services, the Agents were paid a cash commission equal to 6% of the gross proceeds of the Offering, other than the gross proceeds raised from the sales of Offered Common Shares to purchasers included on a president's list of up to C$5,000,000 of gross proceeds, in which case a reduced commission of 3% of the gross proceeds was payable.
All securities issued under the Offering are subject to a hold period expiring four months and one day from the date hereof. The Offering remains subject to final acceptance of the TSX Venture Exchange.
Certain directors and senior officers of the Company named below (collectively, the “Insiders”) purchased an aggregate of 18,585 Offered Common Shares pursuant to the Offering (the “Insider Participation”). Participation by the Insiders in the Offering was considered a "related party transaction" pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company was exempt from the requirements to obtain a formal valuation or minority shareholder approval in connection with the Insiders' participation in the Offering pursuant to sections 5.5(a) and 5.7(1)(a) of MI 61-101, respectively, as neither the fair market value of any securities issued to, nor the consideration paid by, the Insiders exceeded 25% of the Company's market capitalization. The Company did not file a material change report relating to the Insider Participation more than 21 days before the expected closing date of the Offering as the details of the Insider Participation were not settled at such time and the Company wished to close the Offering on an expedited basis for sound business reasons.
| Insider | Insider Relationship | Offered Common Shares Purchased (#) | Amount (C$) |
|
Matthew Gollat |
Director and Senior Officer |
14,300 |
50,050.00 |
|
Gavin Nelson |
Senior Officer |
4,285 |
14,997.50 |
The securities described herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from such registration requirements. This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
About Errington Metals
Errington Metals Corp. is a focused Canadian exploration and development company targeting critical and precious metals. The Company is advancing its wholly-owned Sudbury Basin Project, which hosts high‑grade volcanogenic massive sulphide (“VMS”)–style mineralization in the world‑renowned Sudbury mining district. Errington Metals aims to efficiently assess this opportunity and advance high-quality targets through systematic drilling and technical studies.
The Company is advancing a planned 45,000-metre drill program designed to support an initial mineral resource estimate and test regional targets.
For further information about the company please visit www.erringtonmetals.com and sign up for email updates.
On Behalf of Errington Metals Corp.
"Matthew Gollat"
President & CEO, Errington Metals
For Further Information, Please Contact:
Matthew Gollat
President & CEO
Errington Metals Corp.
Toll‑Free: 1‑888‑279‑1157
Direct: 1‑807‑577‑5785
Email: info@erringtonmetals.com
Web: www.erringtonmetals.com
Qualified Person
The scientific and technical information in this press release has been reviewed and approved by Frank Santaguida, Ph.D., P.Geo. Mr. Santaguida is Vice President, Exploration for Errington Metals Corp. and is a qualified person under National Instrument 43-101.
Cautionary Note Regarding Forward-Looking Information
This news release contains forward-looking statements and forward-looking information (collectively, "forward-looking statements") within the meaning of applicable securities laws. Forward-looking statements include, but are not limited to, statements with respect to the terms of the Offering, the use of proceeds of the Offering, the timing and ability of the Company to close the Offering, the timing and ability of the Company to receive necessary regulatory approvals, including the acceptance of the Offering from the TSX Venture Exchange, the renunciation to the purchasers of the Flow-Through Shares and timing thereof, the tax treatment of the Flow-Through Shares, and the plans, operations and prospects of the Company. Any statements that are contained in this news release that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements are often identified by terms such as "may", "should", "anticipate", "will", "estimates", "believes", "intends", "expects" and similar expressions which are intended to identify forward-looking statements.
Forward-looking statements are inherently uncertain, and the actual performance may be affected by a number of material factors, assumptions and expectations, many of which are beyond the control of the Company, including expectations and assumptions concerning the Company and the Project. Readers are cautioned that assumptions used in the preparation of any forward-looking statements may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted as a result of numerous known and unknown risks, uncertainties and other factors, many of which are beyond the control of the Company. Readers are further cautioned not to place undue reliance on any forward-looking statements, as such information, although considered reasonable by the management of the Company at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated.
The forward-looking statements contained in this news release are made as of the date of this news release and are expressly qualified by the foregoing cautionary statement. Except as expressly required by securities law, the Company does not undertake any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise.
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. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.
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