/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES. NOT AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES/
VANCOUVER, British Columbia, June 11, 2026 (GLOBE NEWSWIRE) -- Yukon Metals Corp. (CSE: YMC, FSE: E770, OTCQB: YMMCF) ("Yukon Metals" or the "Company") is pleased to announce that it has completed its previously announced "best efforts" agency based private placement, consisting of (i) 6,885,964 "flow-through" units of the Company (the "FT Units") at a price of C$0.57 per FT Unit, and (ii) 18,050,000 units of the Company (the "HD Units") at a price of $0.50 per HD Unit, for aggregate gross proceeds of approximately C$13 million (the "Offering"). The FT Units and the HD Units are collectively referred to herein as the "Offered Securities".
Each Offered Security consists of one common share in the capital of the Company (a "Common Share") and one-half of one common share purchase warrant (each whole common share purchase warrant, a "Warrant"). Each Warrant entitles the holder thereof to purchase one Common Share at a price of C$0.75 until June 11, 2028. Each Common Share and one-half of one Warrant comprising the FT Units qualify as "flow-through shares" (within the meaning of subsection 66(15) of the Income Tax Act (Canada) (the "Tax Act")).
"The completion of this financing provides the capital to advance drilling at our copper-gold properties," says the Company's CEO Jim Coates. "Funds will also support target generation across our broader Yukon portfolio."
The Offering was co-led by ATB Cormark Capital Markets and Canaccord Genuity Corp. on behalf of a syndicate of agents, including Haywood Securities Inc. (together, the "Agents"). The Agents received a cash commission equal to 6.0% of the gross proceeds of the Offering, excluding the approximately C$1.4 million worth of Offered Securities sold to purchasers settling directly with the Company (the "Direct Settlers") on which a cash commission was not paid. Approximately C$4.70 million worth of Offered Securities were sold to certain purchasers identified by the Company on a president's list. As additional consideration for their services, the Agents were also issued compensation warrants (the "Compensation Warrants") equal to 6.0% of the number of Offered Securities issued pursuant to the Offering, other than with respect to Offered Securities issued to Direct Settlers for which no Compensation Warrants were issued. Each Compensation Warrant entitles the holder thereof to subscribe for one Common Share at a price of C$0.50 until June 11, 2028. The Compensation Warrants are subject to a hold period of four months and one day from the closing of the Offering, in accordance with applicable Canadian securities laws, expiring on October 12, 2026.
The Company, pursuant to the provisions in the Tax Act, shall use an amount equal to the gross proceeds of the sale of the FT Units to incur "Canadian exploration expenses" that qualify as "flow-through critical mineral mining expenditures" as both terms are defined in the Tax Act (the "Qualifying Expenditures") prior to December 31, 2027. The Company shall renounce the Qualifying Expenditures so incurred to the purchasers of the FT Units effective on or before December 31, 2026.
The Company intends to use the net proceeds from the sale of the HD Units for a drilling campaign on its AZ and Birch properties and for working capital and general corporate purposes.
Certain insiders of the Company acquired an aggregate of 2,117,000 Offered Securities and as such the Offering is considered a "related party transaction" as defined under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company has relied on exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of the insiders' participation in the Offering, as such participation does not exceed 25% of the Company's market capitalization. The Company will file a material change report in respect of the completion of the Offering. However, the Company did not file such a material change report 21 days prior to closing of the Offering as the participation of insiders of the Company in the Offering had not been confirmed at that time.
The securities described herein have not been and will not be registered under the United States Securities Act of 1933, as amended, or any U.S. state securities laws, and may not be offered or sold in the United States absent registration or available exemptions from such registration requirements. This news release does not constitute an offer to acquire securities in any jurisdiction.
About Yukon Metals
Yukon Metals is well financed and represents a property portfolio built on over 30 years of prospecting by the Berdahl family, the prospecting team behind Snowline Gold Corp.'s portfolio of primary gold assets. The Yukon Metals portfolio consists primarily of copper- gold and silver-lead-zinc assets, with a substantial tungsten, gold and silver component. The Company is led by an experienced Board of Directors and Management team across technical and finance discipline.
Yukon Metals is focused on fostering sustainable growth and prosperity within Yukon's local communities, while simultaneously enhancing stakeholder value. The Company's strategy centers around inclusivity and shared prosperity, offering both community members and investors the chance to contribute to, and benefit from, its ventures.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION
This news release contains certain forward-looking information, including information regarding the statements regarding the use of proceeds from the Offering, the ability of the Company to turn a compelling exploration portfolio into discoveries, the ability of the Company to incur in full or at all "Canadian exploration expenses" that qualify as "flow-through critical mineral mining expenditures" and the renunciation thereof to the purchasers of the FT Units and timing thereof, the tax treatment of the FT Units, the financing's ability to support target generation across the Company's Yukon portfolio and future results of operations, performance and achievements of the Company. Wherever possible, words such as "may", "will", "should", "could", "expect", "plan", "intend", "anticipate", "believe", "estimate", "predict" or "potential", or the negative or other variations of these words, or similar words or phrases, have been used to identify forward-looking information. These statements reflect management's current beliefs and are based on information currently available to management as of the date hereof.
Forward-looking information involves significant risks, uncertainties and assumptions. Many factors could cause actual results, performance or achievements to differ materially from those discussed or implied in the forward-looking information. Such factors include, among other things: uncertainties with respect to the global economy, market fluctuations, the discretion of the Company in respect to the use of proceeds discussed above, any exercise of termination by counterparties under applicable agreements, the Company's inability to obtain any necessary permits, consents or authorizations required for its activities, to produce minerals from its properties successfully or profitably, to continue its projected growth or to be fully able to implement its business strategies and other risks and uncertainties. See the section entitled "Risk Factors" in the Company's listing statement dated May 30, 2024, available under the Company's profile on SEDAR+ at www.sedarplus.ca for additional risk factors. These factors should be considered carefully, and readers should not place undue reliance on the forward-looking information.
Although the forward-looking information contained in this news release is based upon what management believes to be reasonable assumptions, the Company cannot assure readers that actual results will be consistent with the forward-looking information. The forward- looking information is made as of the date of this news release, and the Company assumes no obligation to update or revise the information to reflect new events or circumstances, except as required by law
ON BEHALF OF THE BOARD OF YUKON METALS CORP.
"Jim Coates"
Jim Coates, CEO & Director
Email: jimcoates@yukonmetals.com
For additional information, please contact:
Lindsay Wilson
VP, Investor Relations & Communications
Email: lindsaywilson@yukonmetals.com
Phone: +1 (778) 996-2192
