Fuerte closes $57.5 million subscription receipt private placement

Fuerte Metals Corporation (TSXV: FMT) (OTCQB: FUEMF) closed a subscription receipt private placement for approximately $57.5 million through its subsidiary 1555489 B.C. Ltd.

The offering involved 34,848,485 subscription receipts priced at $1.65 each. Stifel Canada and BMO Capital Markets served as co-lead agents and joint bookrunners, working with a syndicate including National Bank Financial Inc., Desjardins Capital Markets and Ventum Financial Corp.

The proceeds are earmarked for completing Fuerte's previously announced acquisition of the Coffee Gold Project in Canada's Yukon Territory from Newmont Corporation. Additional funds will support exploration and development activities at the project and general corporate purposes.

The gross proceeds have been placed in escrow and will be released upon satisfaction of escrow release conditions by December 31, 2025. These conditions include receiving corporate, shareholder and regulatory approvals for the transaction.

If conditions are met, each subscription receipt will convert into one unit of Fuerte, comprising one common share and one warrant. Each warrant allows the holder to purchase one share at $2.50 for five years from the closing date.

If escrow release conditions are not satisfied by the deadline, subscription receipt holders will receive refunds equal to their purchase price plus a pro-rata portion of interest earned on escrowed proceeds.

The agents will receive a cash commission of 6% of gross proceeds, reduced to 3% for purchasers on the President's List. Company insiders purchased 5,479,000 subscription receipts as part of the offering.

The offering remains subject to TSX Venture Exchange approval. The subscription receipts are subject to Canadian securities law hold periods, though shares and warrants issued upon conversion will not be restricted.

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