/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, BC, May 27, 2026 /CNW/ - Yukon Metals Corp. (CSE: YMC) (FSE: E770) (OTCQB: YMMCF) ("Yukon Metals" or the "Company") is pleased to announce that it has entered into an agreement with ATB Cormark Capital Markets, on behalf of itself and Canaccord Genuity Corp., as co-lead agents, and on behalf of a syndicate of agents, including Haywood Securities Inc. (collectively, the "Agents"), in connection with a "best efforts" private placement for aggregate gross proceeds of up to C$10 million (the "Offering").
The Offering will consist of the issuance and sale of:
(i) |
"flow-through" units in the capital of the Company (the "FT Units") at a price of C$0.57 per FT Unit, for gross proceeds of up to C$2,500,000. Each FT Unit will consist of one common share in the capital of the Company (a "Common Share") and one-half of one common share purchase warrant (each whole common share purchase warrant, a "Warrant"). Each Common Share and one-half of one Warrant comprising the FT Units will qualify as "flow-through shares" (within the meaning of subsection 66(15) of the Income Tax Act (Canada) (the "Tax Act")); and |
(ii) |
units of the Company (the "HD Units") at a price per HD Unit of C$0.50 for gross proceeds of up to C$7,500,000. Each HD Unit will consist of one Common Share and one-half of one Warrant. |
Each Warrant issuable under the Offering will entitle the holder thereof to purchase one Common Share at a price of C$0.75 for a period of two years following the Closing Date (as defined below). For the avoidance of doubt, the Common Shares underlying the Warrants shall not qualify as "flow-through shares" as defined in subsection 66(15) of the Tax Act.
The FT Units and the HD Units are collectively referred to herein as the "Offered Securities".
The Company, pursuant to the provisions in the Tax Act, shall use an amount equal to the gross proceeds of the sale of the FT Units to incur "Canadian exploration expenses" that qualify as "flow-through mining expenditures" as both terms are defined in the Tax Act (the "Qualifying Expenditures") after the Closing Date and prior to December 31, 2027. The Company shall renounce the Qualifying Expenditures so incurred to the purchasers of the FT Units effective on or before December 31, 2026.
The Company intends to use the net proceeds from the sale of the HD Units for a drilling campaign on its AZ and Birch properties and for working capital and general corporate purposes.
The Offered Securities will be offered for sale by way of private placement pursuant to Part 5A of National Instrument 45-106 – Prospectus Exemptions and Coordinated Blanket Order 45-935 – Exemptions from Certain Conditions of the Listed Issuer Financing Exemption (the "LIFE Exemption") in each of the provinces of Canada and the Yukon Territory. The Agents will also be entitled to offer the HD Units for sale (or resale) in the United States pursuant to available exemptions from the registration requirements of the United States Securities Act of 1933, as amended, and in those other jurisdictions outside of Canada and the United States provided that no prospectus, registration statement or similar document is required to be filed or no ongoing reporting requirement or requisite regulatory or governmental approval arises in such other jurisdictions.
The Offered 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 offering document with respect to the Offering that can be accessed under the Company's profile at www.sedarplus.ca and the Company's website at https://yukonmetals.com/. Purchasers of the Offered Securities will have the benefit of the offering document and the rights provided under the LIFE Exemption. Prospective investors should read this offering document before making an investment decision.
The Offering is expected to close on or about June 11, 2026, or on such other date as may be agreed to by the Company and the Agents, subject to compliance with applicable securities laws (the "Closing Date"). Notwithstanding the foregoing, the Closing Date must occur no later than the 45th day following the date of this news release.
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.
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 Corp.'s portfolio of primary gold assets. The Yukon Metals portfolio consists primarily of copper- gold and silver-lead-zinc assets, with a substantial tungsten, gold and silver component. The Company is led by an experienced Board of Directors and Management team across technical and finance discipline.
Yukon Metals is focused on fostering sustainable growth and prosperity within Yukon's local communities, while simultaneously enhancing stakeholder value. The Company's strategy centers around inclusivity and shared prosperity, offering both community members and investors the chance to contribute to, and benefit from, its ventures.
The Yukon Territory is an underexplored and minerally endowed district with a mining history dating back to the Klondike Gold Rush of 1898. With a progressive permitting regime, geopolitical stability and supportive government, it is well positioned to foster the next generation of mines. The Yukon 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 Corp.'s Rogue Project - Valley Discovery, demonstrate the Yukon's potential to generate fresh district- scale mining opportunities.
This news release contains certain forward-looking information, including information 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. Wherever possible, words such as "may", "will", "should", "could", "expect", "plan", "intend", "anticipate", "believe", "estimate", "predict" or "potential", or the negative or other variations of these words, or similar words or phrases, have been used to identify forward-looking information. These statements reflect management's current beliefs and are based on information currently available to management as of the date hereof.
Forward-looking information involves significant risks, uncertainties and assumptions. Many factors could cause actual results, performance or achievements to differ materially from those discussed or implied in the forward-looking information. Such factors include, among other things: 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 district-scale mining opportunities and other risks and uncertainties. See the section entitled "Risk Factors" in the Company's listing statement dated May 30, 2024, available under the Company's profile on SEDAR+ at www.sedarplus.ca for additional risk factors. These factors should be considered carefully, and readers should not place undue reliance on the forward-looking information.
Although the forward-looking information contained in this news release is based upon what management believes to be reasonable assumptions, the Company cannot assure readers that actual results will be consistent with the forward-looking information. The forward- looking information is made as of the date of this news release, and the Company assumes no obligation to update or revise the information to reflect new events or circumstances, except as required by law.
"Jim Coates"
Jim Coates, CEO & Director
Email: jimcoates@yukonmetals.com
SOURCE Yukon Metals Corp.
For additional information, please contact: Lindsay Wilson, VP, Investor Relations & Communications, Email: lindsaywilson@yukonmetals.com, Phone: 1 (778) 996-2192
