Toronto, Ontario--(Newsfile Corp. - September 11, 2026) - Chicane Capital I Corp. (TSXV: CCIC.P) ("Chicane" or the "Company") is pleased to announce that, further to its press releases dated April 16, 2026, May 27, 2026, and July 16, 2026, in connection with the Company's previously announced qualifying transaction (the "Proposed Transaction") with Elton Resources Corp. ("Elton"), Elton has completed the second tranche (the "Second Tranche") of its private placement offering (the "Offering") of subscription receipts for aggregate gross proceeds of $625,000.
Pursuant to the Second Tranche, (i) Elton issued an aggregate of 3,125,000 subscription receipts ("Elton HD Subscription Receipts") at a price per Elton HD Subscription Receipt of $0.20 (the "HD Subscription Receipt Price"). The Elton HD Subscription Receipts were issued pursuant to a supplement (the "Supplement") to the subscription receipt agreement dated July 16, 2026 between Elton, Canaccord Genuity Corp. and TSX Trust Company (the "Subscription Receipt Agent"), in its capacity as subscription receipt agent in respect of the Elton HD Subscription Receipts (together with the Supplement, the "Elton Subscription Receipt Agreement").
Each Elton HD Subscription Receipt will entitle the holder thereof to receive, without any further action and without payment of additional consideration, and subject to adjustments in certain circumstances, one unit (an "Elton HD Unit") of Elton, with each Elton HD Unit being comprised of one common share of Elton (each, an "Elton Share") and one-half of one Elton Share purchase warrant (each full warrant, a "Warrant"), with each whole Warrant being exercisable for a period of three years from the date of issuance for one Elton Share at an exercise price of $0.30, upon the satisfaction or waiver of the Elton Escrow Release Conditions (as defined below) prior to the Termination Date (as defined below). For avoidance of doubt, upon the completion of the Proposed Transaction, the Elton Shares and Warrants forming part of the Elton HD Units will be exchanged for common shares ("Resulting Issuer Shares") of the resulting issuer from the Proposed Transaction (the "Resulting Issuer") and Resulting Issuer Share purchase warrants ("Resulting Issuer Warrants") on a 1:1 basis.
The aggregate gross proceeds in respect of the Elton HD Subscription Receipts (the "Escrowed Funds") were deposited in escrow pursuant to the Elton Subscription Receipt Agreement in an interest bearing account on the same terms and conditions as the Elton HD Subscription Receipts issued on July 16, 2026, including the same escrow release conditions (the "Elton Escrow Release Conditions") and escrow release deadline of November 13, 2026 (the "Termination Date").
The net proceeds from sale of the Elton HD Subscription Receipts will be used for exploration expenditures on the Resulting Issuer's mineral exploration project(s) and for general and administrative purposes.
In connection with the Second Tranche and upon satisfaction of the Elton Escrow Release Conditions, Elton will: (i) pay a fiscal advisory cash fee of $37,500, and (ii) issue 187,500 Elton Share purchase warrants (the "Advisory Warrants") with each Advisory Warrant exercisable to acquire one Elton Share at an exercise price of $0.20 for a period of three years from the date of issuance thereof. Each Advisory Warrant will be exchanged for a Resulting Issuer Share purchase warrant bearing substantially the same terms as the Advisory Warrants in connection with the completion of the Proposed Transaction.
The Elton HD Subscription Receipts, Elton Shares and Warrants shall be subject to an indefinite hold period under Canadian securities laws. The Resulting Issuer Shares and Resulting Issuer Warrants issued in exchange for the Elton Shares and Warrants issued upon the conversion of the Elton HD Subscription Receipts and the Resulting Issuer Share purchase warrants issued in exchange for the Advisory Warrants and underlying Resulting Issuer Shares will not be subject to a statutory hold period in Canada. The Offering, including the Second Tranche, remains subject to the final approval of the TSXV.
Chicane is also pleased to announce the results of its annual general and special meeting of holders of common shares of Chicane (the "Chicane Shareholders") held on August 24, 2026 (the "Chicane Meeting"). At the Chicane Meeting, the Chicane Shareholders approved all resolutions presented, including those relating to the Proposed Transaction, namely Chicane's previously announced share consolidation, continuance from Ontario to British Columbia, reconstitution of Chicane's board, name change, adoption of the Resulting Issuer equity incentive plan, and adoption of new post-continuance articles for Chicane.
Chicane is also pleased to announce that the holders of Elton Shares (the "Elton Shareholders") have approved the previously announced amalgamation of Elton with 1589751 B.C. Ltd., a wholly owned subsidiary of Chicane, in connection with the Proposed Transaction at the annual general and special meeting of Elton Shareholders held on August 25, 2026.
Additional Information
Trading in the common shares of the Company is currently suspended in accordance with the policies of the Exchange and will remain suspended until such time as all required documentation in connection with the Proposed Transaction has been filed with and accepted by the Exchange and permission to resume trading has been obtained from the Exchange.
Completion of the Proposed Transaction is subject to a number of conditions and there can be no assurance that the Proposed Transaction will be completed as proposed or at all.
About Chicane Capital I Corp.
Chicane was incorporated under the Business Corporations Act (Ontario) on February 23, 2022, and is a Capital Pool Company (as such term is defined in Policy 2.4) listed on the Exchange. Chicane has no commercial operations and no assets other than cash.
About Elton Resources Corp.
Elton is a mining exploration company focused on the exploration and development of the Darnley Bay Project in the Northwest Territories, Canada. For more information, please visit www.eltonresources.com.
Further Information
For further information, please contact:
Chicane Capital I Corp.
66 Wellington Street West, Suite 4100
P.O. Box 35, TD Bank Tower Toronto, Ontario M5K 1B7 Canada
Contact: John Travaglini
Telephone: 416-569-7921
Elton Resources Corp.
c/o 1066 West Hastings Street, Suite 2600
Vancouver, British Columbia V6E 3X1 Canada
Contact: Carson Phillips
Telephone: 604-657-5871
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available. Not for distribution to U.S. newswire services or for dissemination in the United States. Any failure to comply with this restriction may constitute a violation of U.S. securities laws.
Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to the Exchange acceptance and, if applicable pursuant to the Exchange requirements, majority of the minority shareholder approval. Where applicable, the Proposed Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of Chicane should be considered highly speculative.
The Exchange has in no way passed upon the merits of the Proposed Transaction and has not approved or disapproved of the contents of this news release.
Cautionary Note Regarding Forward-Looking Statements
This press release contains statements which constitute "forward-looking information" within the meaning of applicable securities laws, including statements regarding the plans, intentions, beliefs and current expectations of Chicane and Elton with respect to future business activities and operating performance. Forward-looking information is often identified by the words "may", "would", "could", "should", "will", "intend", "plan", "anticipate", "believe", "estimate", "expect" or similar expressions and includes information regarding: expectations regarding whether the Proposed Transaction will be consummated, including whether conditions to the consummation of the Proposed Transaction will be satisfied, or the timing for completing the Proposed Transaction, whether the Elton Escrow Release Conditions will be satisfied, whether the Exchange will provide its final approval in respect of the Offering and the Proposed Transaction, and the payment of the fiscal advisory fee and issuance of the Advisory Warrants.
Readers are cautioned that forward-looking information is not based on historical facts but instead reflect management of Chicane and Elton's expectations, estimates or projections concerning future results or events based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made. Although Chicane and Elton believe that the expectations reflected in such forward-looking information are reasonable, such information involves risks and uncertainties, and undue reliance should not be placed on such information, as unknown or unpredictable factors could have material adverse effects on future results, performance or achievements of the combined company. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking information are the following: the ability to consummate the Proposed Transaction; the ability to obtain requisite regulatory and other approvals and the satisfaction of other conditions to the consummation of the Proposed Transaction on the proposed terms and schedule; the potential impact of the announcement or consummation of the Proposed Transaction on relationships, including with regulatory bodies, employees, suppliers, customers and competitors; changes in general economic, business and political conditions, including changes in the financial markets; changes in applicable laws; the ability of Elton to carry out its exploration activities as currently contemplated; compliance with extensive government regulation; dilution caused by the Offering as well as any future financings that may be undertaken by Chicane and Elton including the resulting dilutive effect to current and/or future securityholders; and the diversion of management time on the Proposed Transaction. This forward-looking information may be affected by risks and uncertainties in the business of Chicane, Elton and market conditions.
Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking information prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although Chicane and Elton have attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended. Chicane and Elton do not intend, and do not assume any obligation, to update this forward-looking information except as otherwise required by applicable law.
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