ValOre Metals Launches CDN$2 Million Convertible Debenture Financing for Pedra Branca & Brazilian Acquisitions

• ValOre Metals has launched a non-brokered private placement of convertible unsecured debentures for aggregate gross proceeds of up to CDN$2 million, with an officer and director as the sole intended participant.
• The debentures carry a 6% annual interest rate, mature after 18 months, and become convertible after six months at CDN$0.12 per Unit, with each Unit comprising one common share and one-half warrant exercisable at CDN$0.15 for 36 months.
• Conversion pricing is subject to an upward-only adjustment linked to any future arm's-length equity financing of at least CDN$5 million, with automatic conversion triggered if such a financing closes within six months of issuance.
• Proceeds will fund exploration at Pedra Branca, acquisition evaluation in Brazil, working capital, and general corporate purposes.
• ValOre is targeting a Preliminary Economic Assessment (PEA) for Pedra Branca in the fourth quarter of 2026, with merger and acquisition evaluation in the first quarter of 2026.

ValOre Metals (TSXV: VO) has launched a non-brokered private placement of convertible unsecured debentures for aggregate gross proceeds of up to CDN$2 million. An officer and director of the company intends to be the sole participant in the offering. Proceeds will support exploration at the Pedra Branca Project, acquisition evaluation activities in Brazil, working capital, and general corporate purposes.

Financing Structure

The debentures carry a 6% annual interest rate and an 18-month maturity. Conversion becomes available after six months at CDN$0.12 per Unit, with each Unit comprising one common share and one-half warrant exercisable at CDN$0.15 for 36 months.

Conversion pricing is subject to an upward-only adjustment tied to the pricing of any future "Material Financing," defined as an arm's-length equity financing of at least CDN$5 million. If a Material Financing is completed within six months of issuance, the debentures convert automatically under the terms of the offering.

Valuation & Peer Positioning

ValOre reported approximately 255 million shares outstanding, a share price of approximately CDN$0.10, and a market capitalisation of approximately CDN$26 million. The company referenced peer companies in the Platinum Group Element (PGE) development sector with market valuations ranging from approximately CDN$126 million to CDN$440 million, and drew comparisons based on ounce counts and grades.

Chief Executive Officer of ValOre Metals, Nick Smart, outlined the gap between ValOre's current market capitalisation and that of comparable developers.

"We've got an ounce count that is comparable to our peers, we've got good grades, but these are companies that are all 100 to 200 million market cap companies. ValOre today is sitting around $26 million, so the real question then is, why is that? ValOre has got a good project, and we're just not being recognised for it in terms of the pricing."

Project Infrastructure & Acquisition Strategy

The Pedra Branca Project hosts an inferred resource of 2.198 million ounces of platinum, palladium, and gold within 63.6 million tonnes grading 1.08 grams per tonne. The mineralisation is described as near-surface and suitable for open-cast mining methods.

The project is located approximately 4 hours by paved highway from a deep-water port, with electricity accessible near the site. ValOre is also pursuing an acquisition-and-partnership strategy targeting advanced-stage gold projects and district-scale exploration and development assets in northeastern Brazil, combining Pedra Branca's development with broader regional growth activity.

Smart outlined the site's infrastructure position ahead of development.

"In the case of Pedra Branca, we've got some real advantages. We've got great infrastructure at that site, about 4 hours by paved highway from a deep-water port, got electricity that runs close by the site, and we've got a community that really wants to see this built as well, so we don't see any major impediments to bringing this project forward."

Platinum Group Element Sector Conditions

ValOre has referenced structural supply deficits in the platinum and palladium market estimated at between 500,000 and 700,000 ounces. The company has also noted that approximately 80% of global PGE production originates from Southern Africa.

Smart addressed sector-wide valuation conditions and ValOre's relative positioning within the development peer group.

"I believe ValOre is clearly undervalued. I would say in the context of platinum and palladium developers and miners in general, that whole sector is undervalued, and then even within our peer group, I think there's a real pathway to value for ValOre."

Development Timeline & Metallurgical Results

ValOre is advancing engineering and metallurgical work at Pedra Branca toward a Preliminary Economic Assessment (PEA) targeted for the fourth quarter of 2026. Metallurgical testing has returned palladium extraction rates of 73% and platinum extraction rates of 74%. Ongoing engineering studies and metallurgical programmes are directed toward supporting the project's development timeline ahead of the assessment.

The company identified the first quarter of 2026 as a target period for evaluating merger and acquisition opportunities focused on near-term production potential. These milestones form part of ValOre's funding and development planning activities for the period ahead.

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