Vancouver, British Columbia--(Newsfile Corp. - October 14, 2026) - Vortex Metals Inc. (TSXV: VMS) (FSE: DM8) (OTCQB: VMSSF) ("Vortex" or the "Company") is pleased to announce that it has closed the second tranche of its previously announced non-brokered private placement (the "Offering") for gross proceeds of $605,000 comprised of 12,100,000 units (each, a "Unit") at a price of $0.05 per Unit.
Each Unit consists of one common share of the Company (a "Common Share") and one-half of one common share purchase warrant (each whole warrant, a "Warrant"). Each Warrant entitles the holder thereof to purchase one additional Common Share for a period of 36 months from the date of issuance at an exercise price of $0.06 per Common Share, subject to adjustment in certain events.
The expiry date of the Warrants will be subject to acceleration such that, if after 12 months from the date of issuance, the closing price of the Common Shares on any Canadian stock exchange equals or exceeds $0.20 for 10 consecutive trading days, the Company, within 15 business days of such event, shall be entitled to accelerate the expiry date of the Warrants to a date that is 30 calendar days from the date that notice of such acceleration is given via news release by the Company (the "Accelerated Exercise Period"), with the new expiry date specified in such news release; any unexercised Warrants shall automatically expire at the end of the Accelerated Exercise Period (the "Acceleration Provision").
In connection with the Offering, the Company paid cash commissions of $800 to certain finders and issued 16,000 non-transferable finder's warrants (the "Finder's Warrants"). Each Finder's Warrant entitles the holder thereof to purchase one Common Share at an exercise price of $0.06 per Common Share for a period of 36 months from the date of issuance, subject to the Acceleration Provision.
The Company intends to use the gross proceeds of the Offering to advance exploration activities at the Company's projects in Chile and Mexico, pursue corporate development initiatives and for general working capital purposes.
For more information on the Offering, please refer to the Company's news releases dated July 9, 2026, August 11, 2026, August 20, 2026 and September 22, 2026.
Certain insiders of the Company purchased an aggregate of 2,800,000 Units under the Offering for gross proceeds of $140,000, constituting, to that extent, 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 has relied on the exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101. The Offering is exempt from the formal valuation requirement in Section 5.4 of MI 61-101 in reliance on Sections 5.5(a) and 5.5(b) of MI 61-101 as (i) neither the fair market value of the subject matter of, nor the fair market value of the consideration for, the Units purchased by the insiders exceeds 25% of the Company's market capitalization, and (ii) the Company is not listed on a specified market, within the meaning of MI 61-101. Additionally, the Offering is exempt from the minority shareholder approval requirement in Section 5.6 of MI 61-101 in reliance on Section 5.7(1)(a) of MI 61-101 insofar as neither the fair market value of the subject matter of, nor the fair market value of the consideration for, the Units purchased by the insiders exceeds 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 participation therein by each "related party" were not finalized until shortly prior to closing and the Company wished to close the Offering as soon as practicable for sound business reasons.
All securities issued with respect to the Offering are subject to a hold period expiring on February 15, 2027, in addition to such other restrictions as may apply under applicable securities laws. The Offering remains subject to final acceptance from the TSX Venture Exchange (the "TSXV").
None of the securities sold under the Offering have been or will be registered under the United States Securities Act of 1933, as amended, and no such securities may be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in the United States or any jurisdiction in which such offer, solicitation or sale would be unlawful.
About Vortex Metals Inc.
Vortex Metals Inc. is a copper-gold focused exploration and development company with a diversified portfolio of exploration projects in Chile and Mexico. Vortex holds an option to acquire up to an 80% interest in the brownfield Illapel Copper Project in Chile and through its Mexican subsidiary Empresa Minera Acagold, S.A. de C.V., it owns a 100% interest in two drill-ready high-potential copper-gold volcanogenic massive sulfide (VMS) properties, Riqueza Marina and Zaachila in Oaxaca, Mexico. The Company emphasizes responsible exploration, community engagement, and environmental stewardship to meet the rising global demand for copper sustainably.
Contact Information:
Vikas Ranjan, Director
vranjan@vortexmetals.ca
Thibault White, President
twhite@vortexmetals.ca
Tyler LeSage, Corporate Communications
tl@octaviancapital.ca
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this news release.
Forward-Looking Statements
This news release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws. Forward-looking statements relate to future events or future performance and reflect the expectations or beliefs of management of the Company regarding future events. Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as "intends" or "anticipates", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would" or "occur". This information and these statements, referred to herein as "forward-looking statements", are not historical facts, are made as of the date of this news release and include without limitation, statements regarding discussions of future plans, estimates and forecasts and statements as to management's expectations and intentions with respect to, among other things: the intended use of proceeds raised under the Offering; the completion of any additional tranche of the Offering; and the receipt of final regulatory approval from the TSXV.
These forward-looking statements involve numerous risks and uncertainties and actual results might differ materially from results suggested in any forward-looking statements. These risks and uncertainties include, among other things: market uncertainty; changes in the Company's business plans impacting the intended use of proceeds raised under the Offering; and that the Company will not receive the required regulatory approvals or approval from the TSXV in connection with the Offering.
In making the forward-looking statements in this news release, the Company has applied several material assumptions, including without limitation, that: the Company will use the proceeds of the Offering as currently anticipated; and the Company will receive approval from the TSXV in connection with the Offering. Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or 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 such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial outlook that are incorporated by reference herein, except in accordance with applicable securities laws.
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