ValOre Metals Completes CDN$2M Convertible Debenture Financing

ValOre Metals (TSX-V: VO | OTCQB: KVLQF | Frankfurt: KEQ0) has completed a non-brokered private placement of convertible unsecured debentures for aggregate gross proceeds of CDN$2,000,000. The sole participant is the company’s Chairman, making the transaction a related-party transaction under applicable rules. ValOre relied on the exemptions under sections 5.5(a) and 5.7(1)(a) of Multilateral Instrument 61-101, on the basis that neither the fair market value of the debentures nor the consideration paid exceeds 25% of the company's market capitalisation. The participation did not result in the creation of a new Control Person, and no finder's fees or commissions were payable. Net proceeds are allocated to exploration on the Pedra Branca Platinum Group Elements (PGEs) Project, evaluation of potential acquisitions in Brazil, and general working capital and corporate purposes.

Company Overview

ValOre Metals holds the Pedra Branca PGEs Project, comprising 45 exploration licences covering 51,096 hectares (126,260 acres) across seven distinct PGEs and gold deposit areas in northeastern Brazil. A 2022 National Instrument 43-101 inferred resource estimate defined 2.198 million ounces of two platinum-group elements plus gold contained in 63.6 million tonnes grading 1.08 grams per tonne two platinum-group elements plus gold.

Financing Terms

Each debenture converts into Units at a price of CDN$0.12 per Unit, exercisable at the option of the holder at any time after six months from the issuance date. Each Unit consists of one common share and one-half of one transferable common share purchase warrant, with each whole warrant entitling the holder to acquire one additional share at CDN$0.15 per share for 36 months from the date of issuance of the warrant.

Interest accrues at 6% per annum and, if the principal has not been converted within the first six months, is calculated and payable in cash every 6 months until the maturity date, which is 18 months from the issuance date. Should the debenture remain outstanding beyond the maturity date, interest continues to accrue at the same rate until actual repayment and is payable in cash.

Two automatic conversion triggers apply to all outstanding principal. If the company completes an arm's-length equity financing for gross proceeds of not less than CDN$5,000,000 within six months of the issuance date, all outstanding principal automatically converts into units at the applicable conversion price, which may adjust upward to match that financing's issue price but will not fall below CDN$0.12. Should the company complete a merger, arrangement, reorganisation, amalgamation, or sale of substantially all property and assets, all outstanding principal automatically converts into units at the conversion price concurrently with closing. The holder may also elect to convert accrued and unpaid interest into units alongside any principal conversion, subject to prior TSX Venture Exchange approval and minimum pricing rules; if that approval is not received, accrued interest is payable in cash.

Use of Proceeds & Regulatory Conditions

Net proceeds from the financing will be applied to exploration activity on the 100% owned Pedra Branca PGEs Project, evaluation of potential acquisitions in Brazil, and general working capital and corporate purposes. All securities issued in connection with the financing are subject to a four-month hold period in accordance with applicable Canadian securities laws.

The participating company’s Chairman intends to sell free-trading common shares to arm's-length parties by way of market crosses at prevailing market prices to raise some or all of the funds required to pay for the debentures.

Next Steps

With financing now closed, ValOre will direct the net proceeds to exploration activities at the Pedra Branca PGE project. The company will also allocate a portion of the proceeds to evaluating potential acquisitions in Brazil, alongside general working capital and corporate purposes.