Search Minerals closes non-brokered private placement financing
Key facts
- C$615K PP
- C$0.235/unit
- +1 wt @ C$0.35 / 36mo
- Aug 7 close
St. Lewis, Newfoundland and Labrador--(Newsfile Corp. - August 7, 2026) - Search Minerals Inc. (TSXV: SMY) (OTC Pink: SHCMF) (" Search Minerals " or the " Company ") is pleased to announce that it has closed the initial tranche (the " Initial Tranche ") of its previously announced non-brokered private placement financing (the " Financing ") ( News Release dated July 13, 2026 ), for aggregate gross proceeds of C$615,000, with the Unit Financing portion fully subscribed. Red Cloud Securities Inc. (" Red Cloud ") acted as finder in connection with the Initial Tranche.
"We are very pleased with the strong investor demand for this financing, which resulted in the Unit Financing being fully subscribed, " said Jason Macintosh , Interim CEO of Search Minerals. " Given this level of support, we are pleased to upsize the Unit Financing by an additional C$100,000, providing Search Minerals with additional capital to advance our Foxtrot and Deep Fox projects as we continue to build out our Critical Rare Earth Elements business in Labrador."
The Initial Tranche consists of: (i) 851,064 units of the Company (each, a " Unit ") at a price of C$0.235 per Unit, for gross proceeds of C$200,000 (the " Unit Financing "), representing the full amount previously announced under the Unit Financing; and (ii) 1,537,037 critical mineral flow-through units of the Company (each, a " FT Unit ") at a price of C$0.27 per FT Unit, for gross proceeds of C$415,000 (the " FT Financing "), for aggregate gross proceeds under the Initial Tranche of C$615,000.
Each Unit will consist of one common share of the Company (each, a " Unit Share ") and one common share purchase warrant (each, a " Warrant "). Each FT Unit will consist of one common share of the Company to be issued as a "flow-through share" within the meaning of subsection 66(15) of the Income Tax Act (Canada) (each, a " FT Share ") and one-half of one Warrant. Each whole Warrant will entitle the holder to purchase one common share of the Company (each, a " Warrant Share ") at an exercise price of C$0.35 per Warrant Share for a period of 36 months following the date of issuance.
The gross proceeds from the FT Financing will be used by the Company to incur eligible "Canadian exploration expenses" that qualify as "flow-through mining expenditures" as both terms are defined in the Income Tax Act (Canada), related to the Company's Foxtrot and Deep Fox projects in Labrador. The Company also intends that such expenses will be eligible for the Critical Mineral Exploration Tax Credit. The net proceeds from the Unit Financing will be used by the Company for working capital and general corporate purposes.
In connection with the Initial Tranche, the Company paid a cash finder's fee and issued compensation warrants to each of Red Cloud and Canaccord Genuity Corp. (" Canaccord ").
Petra Holdings Company Inc., a company controlled by Michael Pearson, a director of the Company, participated in the Initial Tranche. This participation is considered a "related party transaction" within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (" MI 61-101 "). The Company is relying on exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 in respect of Petra Holdings Company Inc.'s participation, on the basis that neither the fair market value of the securities issued to, nor the consideration paid by, Petra Holdings Company Inc. exceeds 25% of the Company's market capitalization, in accordance with sections 5.5(a) and 5.7(1)(a) of MI 61-101.