Vancouver, British Columbia–(Newsfile Corp. – December 18, 2025) – Fuerte Metals Corporation (TSXV: FMT) (OTCQB: FUEMF) (“Fuerte” or the “Company“) is pleased to announce that it has closed its previously announced brokered private placement for aggregate gross proceeds of C$17,249,933 (the “Offering“). The Offering was comprised of:
(i) 1,380,950 flow-through common shares of the Company (the “FT Shares“), each of which will qualify as a “flow-through share” (within the meaning of the Income Tax Act (Canada) (the “Tax Act“)) at a price of C$5.25 per FT Share for aggregate gross proceeds of C$7,249,988 (inclusive of the exercise, in full, of the Agents’ option to increase the size of the Offering for up to an additional 428,570 FT Shares at a price of C$5.25 per FT Share); and
(ii) 1,655,620 special flow-through common shares of the Company (the “Special FT Shares“), each of which will qualify as a “flow-through share” (within the meaning of the Tax Act) at a price of C$6.04 per Special FT Share for aggregate gross proceeds of C$9,999,945.
The FT Shares and the Special FT Shares are collectively referred to as the Offered Securities. The Offered Securities are subject to a statutory hold period in Canada, expiring on April 19, 2026.
The Offering was led by Stifel Nicolaus Canada Inc. and BMO Capital Markets, as co-lead agents and joint bookrunners, on their own behalf and on behalf of a syndicate of agents including National Bank Financial Inc., Desjardins Capital Markets and Ventum Financial Corp. (collectively, the “Agents“).
In consideration for their services rendered in connection with the Offering, the Agents were paid a cash commission equal to 5% of the gross proceeds of the Offering (reduced to 2% of the gross proceeds from sales to purchasers on the president’s list).
The Company will use an amount equal to the gross proceeds received by the Company from the sale of the Offered Securities, pursuant to the provisions in the Tax Act, to incur eligible “Canadian exploration expenses” as defined in s. 66.1(6) of the Tax Act that qualify as “flow-through mining expenditures” as defined in subsection 127(9) of the Tax Act (the “Qualifying Expenditures“) related to the Company’s Coffee Gold Project, on or before December 31, 2026 (or such other period as may be permissible under applicable tax legislation), and to renounce all the Qualifying Expenditures in favour of the subscribers of the Offered Securities effective December 31, 2025.
The securities described herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “1933 Act“) or any state securities laws and may not be offered or sold within the United States or to, or for account or benefit of, U.S. Persons (as defined in Regulation S under the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration requirements is available.
Certain directors, officers and other insiders purchased an aggregate of 280,000 FT Shares pursuant to the Offering. The participation of insiders in the Offering 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 exempt from the formal valuation and minority shareholder approval requirements under MI 61-101 in reliance on the exemptions set out in sections 5.5(a) and 5.7(1)(a), respectively, of MI 61-101 as the fair market value of such transactions, insofar as they involve related parties, is not more than 25% of the Company’s market capitalization. The Company did not file a material change report more than 21 days before the expected closing of the Offering as the details of the Offering and the participation therein by related parties of the Company were not settled until shortly prior to closing and the Company wished to close on an expedited basis for sound business reasons.
About Fuerte Metals Corporation
Fuerte is a Canadian exploration and development company focused on advancing high-potential precious metals and base metals projects across the Americas. Our flagship asset is the 100%-owned Coffee Project in the Yukon, Canada – a high-quality gold project advancing through the final stages of permitting, engineering, and resource expansion drilling in preparation for a construction decision. Coffee hosts 3.0 million ounces of open-pit heap-leach Measured and Indicated Resource and an Inferred Resource of 0.8 million ounces. We respectfully acknowledge that protection of the water and lands around the Coffee Creek and mine project area is of high importance to First Nations. Through cooperation, transparency, and respect, we pledge to continue to build on relationships with Tr’ondëk Hwëch’in, White River First Nation, Selkirk First Nation, and the First Nation of Na-Cho Nyäk Dun, whose Traditional Territories overlap or partially overlap with the project access road, and areas where exploration and mining activities may occur. In addition to Coffee, Fuerte holds a portfolio of copper and gold assets, including the Placeton-Caballo Muerto Project in Chile and the Cristina and Yecora Projects in Mexico, offering additional growth and exploration upside. At Fuerte, we are committed to building value through disciplined project development, responsible stewardship of the land, a safety-focused culture, and creating long-term returns for shareholders.
Qualified Person
Alan J. San Martin, P.Eng. and Charley Murahwi, P.Geo. from Micon International Limited are the Qualified Persons (QPs) who prepared the Coffee Gold Project Mineral Resource Estimate, as detailed in the technical report titled “NI 43-101 Technical Report for the 2025 Mineral Resource Estimate Update on the Coffee Gold Project, Yukon, Canada” with an effective date of August 21, 2025. Micon International Limited is “independent” of Fuerte as defined by Section 1.5 of NI 43-101. The Coffee Technical Report is available on the Company’s website at www.fuertemetals.com and on SEDAR+ at www.sedarplus.ca.
Additional Information
For more information, please contact:
Tim Warman, Chief Executive Officer and Director
Fuerte Metals Corporation
Email: [email protected]
Forward-Looking Information
The information contained herein contains “forward-looking information” within the meaning of applicable Canadian securities legislation. “Forward-looking information” includes, but is not limited to, statements with respect to the activities, events or developments that the Company expects or anticipates will or may occur in the future, including, without limitation, statements with respect to the use of proceeds from the Offering; the expected incurrence by the Company of eligible Canadian exploration expenses that will qualify as flow-through mining expenditures; and the renunciation by the Company of the Canadian exploration expenses (on a pro rata basis) to each subscriber by no later than December 31, 2025. Generally, but not always, forward-looking information can be identified by the use of words such as “plans”, “expects”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, or “believes” or the negative connotation thereof or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved” or the negative connotation thereof.
Such forward-looking information is based on numerous assumptions, including among others, that the results of planned exploration activities are as anticipated, the price of gold, the anticipated cost of planned exploration activities, that general business and economic conditions will not change in a material adverse manner, the tax treatment of the FT Shares and Special FT Shares, the timing to incur and renounce Qualifying Expenditures will be as currently anticipated, that third party contractors, equipment and supplies and governmental and other approvals required to conduct the Company’s planned exploration activities will be available on reasonable terms and in a timely manner, the Company’s ability to use the proceeds of the Offering as anticipated. Although the assumptions made by the Company in providing forward-looking information are considered reasonable by management at the time, there can be no assurance that such assumptions will prove to be accurate.
Forward-looking information and statements also involve known and unknown risks and uncertainties and other factors, which may cause actual events or results in future periods to differ materially from any projections of future events or results expressed or implied by such forward-looking information or statements, including, among others: negative operating cash flow and dependence on third party financing, uncertainty of additional financing, no known mineral reserves, the limited operating history of the Company, the influence of a large shareholder, aboriginal title and consultation issues, reliance on key management and other personnel, actual results of exploration activities being different than anticipated, changes in exploration programs based upon results, availability of third party contractors, availability of equipment and supplies, failure of equipment to operate as anticipated; accidents, effects of weather and other natural phenomena and other risks associated with the mineral exploration industry, environmental risks, changes in laws and regulations, community relations and delays in obtaining governmental or other approvals and the risk factors with respect to the Company set out in the Company’s filings with the Canadian securities regulators and available under Fuerte’s profile on SEDAR+ at www.sedarplus.ca.
Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in the forward-looking information or implied by forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated, estimated or intended. Accordingly, readers should not place undue reliance on forward-looking statements or information. The Company undertakes no obligation to update or reissue forward-looking information as a result of new information or events except as required by applicable securities laws.
Neither the TSX Venture Exchange nor its regulation services provider (as that term is defined in the Policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
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Source: Fuerte Metals Corp.
Original Article: https://www.newsfilecorp.com/release/278373
