ValOre Metals Launches CAD$2 Million Convertible Debenture Offering to Fund Pedra Branca Exploration

ValOre Metals has announced a non-brokered private placement of convertible unsecured debentures targeting up to CAD$2,000,000 in aggregate gross proceeds. The offering is structured without broker involvement and directed toward exploration at the company's Pedra Branca platinum group elements (PGE) project in northeastern Brazil, alongside allocations for acquisition evaluation and working capital.

Company Overview

ValOre Metals (TSX-V: VO | OTCQB: KVLQF | Frankfurt: KEQ0) is a Canadian company focused on deploying capital and knowledge on projects that benefit from substantial prior investment by previous owners, the existence of high-value mineralisation on a large scale, and the possibility of adding tangible value through exploration and innovation. ValOre is a member of the Discovery Group. The company's flagship asset is the Pedra Branca PGE Project in northeastern Brazil, comprising 45 exploration licences covering 51,096 hectares (126,260 acres).

Offering Terms & Structure

The debentures bear interest at 6% per annum and mature 18 months from the date of issuance. No finder's fees or commissions are payable in connection with the offering. Closing is conditional on receipt of all required regulatory approvals, including acceptance from the TSX Venture Exchange (TSXV). All securities issued under the offering will be subject to a four-month hold period in accordance with applicable Canadian securities laws.

Conversion Mechanics & Material Financing Adjustment

The principal amount of each debenture is convertible, at the holder's option, into units of the company at a conversion price of CAD$0.12 per unit. This right may be exercised beginning six months after the issue date and at any time prior to maturity. Each unit comprises one common share and one-half of a transferable common share purchase warrant, with each whole warrant entitling the holder to acquire one additional common share at CAD$0.15 for a period of 36 months from the warrant's issuance date. The warrant exercise price is not subject to adjustment.

The conversion price is subject to an upward-only adjustment mechanism linked to the company's next Material Financing, if one is completed within 6 months of the debenture issue date. A Material Financing is defined as an arm's-length equity financing of not less than CAD$5,000,000 at a fixed issue price per common share. If such a financing closes at a price above CAD$0.12, the debentures will automatically convert into units at that higher price, with CAD$0.12 serving as the floor in all circumstances. If no Material Financing is completed within the six-month period, the conversion price remains fixed at CAD$0.12, and the holder may convert at any time prior to the maturity date.

Use of Proceeds

ValOre intends to apply net proceeds from the offering to three stated purposes: exploration at the Pedra Branca PGE project, evaluation of potential acquisitions in Brazil, and general working capital and corporate purposes. Exploration at Pedra Branca is listed first among the stated uses of proceeds.

Insider Participation & Regulatory Conditions

An officer and director of ValOre intends to be the sole participant in the offering, making the transaction a related party transaction governed by TSXV Policy 5.9 and Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions, or MI 61-101). The company expects to rely on exemptions from formal valuation and minority shareholder approval requirements under sections 5.5(a) and 5.7(1)(a) of MI 61-101. The basis for those exemptions is that neither the fair market value of the debentures to be issued to the insider, nor the fair market value of the consideration for those debentures, exceeds 25% of the company's market capitalisation.

Prior to the offering's completion, the insider intends to sell free-trading common shares to arm's-length parties through market crosses at prevailing market prices to fund, in whole or in part, the purchase price of the debentures. The insider's participation will not result in the creation of a new control person under TSXV policy definitions.

Next Steps

Pending TSXV acceptance, the company intends to deploy net proceeds toward exploration at Pedra Branca, the evaluation of potential acquisitions in Brazil, and general working capital. The company has confirmed that no material facts or material changes regarding ValOre remain undisclosed at the time of this announcement.