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Goldstorm Metals private placement up to $4 million with flow-through options

The Vancouver-based explorer Goldstorm Metals has announced a non-brokered private placement designed to raise up to $4,000,000. The financing, disclosed in a corporate release dated April 9, 2026, offers a choice of three securities packages: HD Units at $0.20, FT Units at $0.24, and Charity FT Units at $0.31. The company expects the syndication to complete on or about the week of April 30, 2026, subject to regulatory approval, and has made the offering available under the Listed Issuer Financing Exemption of NI 45-106 to eligible purchasers across Canada (excluding Quebec) and certain other jurisdictions.

Each HD Unit is composed of one common share and one-half of a purchase warrant, with each full warrant exercisable to acquire one common share at $0.30 per share for a period of 36 months following closing. Both the FT Units and the Charity FT Units include one flow-through share (as defined by subsection 66(15) of the Income Tax Act) plus one-half of a non-flow-through warrant. These structures are intended to offer investors a mix of near-term tax attributes and longer-term upside through warrant participation while preserving exploration incentives for the issuer.

Use of proceeds and tax-qualified expenditures

Proceeds attributable to the sale of FT Units and Charity FT Units are earmarked for Canadian exploration expenses that meet the definitions of Canadian exploration expense and flow-through mining expenditures under the Income Tax Act, including those that will qualify as flow-through critical mineral mining expenditures and BC flow-through mining expenditures. The company has committed that these Qualifying Expenditures will be incurred on or before December 31, 2027 and will be renounced with an effective date no later than December 31, 2026 to the initial purchasers of the FT Units and Charity FT Units, preserving the expected tax benefits for subscribers.

Net proceeds and corporate needs

Funds raised from the sale of HD Units and any portion not applied to qualifying exploration will be allocated to general corporate purposes, including working capital and administrative expenses. The company clarifies that the net proceeds of the overall financing will support both on-the-ground exploration programs enabled by the flow-through proceeds and the broader operational needs that sustain exploration activity in the Golden Triangle region.

Offering mechanics and finder arrangements

The placement is being conducted on a non-brokered basis but includes engagement of Research Capital Corporation as a finder. Eligible finders may receive a cash commission equal to 6.0% of gross proceeds raised from the investors they introduce, together with non-transferable finder warrants equal to 6.0% of the number of units sold to those investors. Each finder warrant will permit acquisition of one HD Unit at $0.20 for 36 months following closing, aligning finder incentives with successful capital formation.

Eligibility, regulatory conditions, and closing

Subscriptions will be accepted from purchasers resident in all Canadian provinces except Quebec, as well as certain foreign jurisdictions, and specifically exclude offers to United States persons. The Offering uses the Listed Issuer Financing Exemption under Part 5A of NI 45-106, meaning the issued units under that exemption will not be subject to an applicable hold period under Canadian securities laws. Closing is conditional on customary items, including receipt of conditional acceptance from the TSX Venture Exchange, and is targeted for the week of April 30, 2026.

Company overview and important notices

Goldstorm Metals is a precious and base metal explorer holding a strategic land package in the Golden Triangle of British Columbia. Its flagship assets, the Crown and Electrum projects, cover approximately 16,469 hectares across six concessions (five contiguous). The Crown Project is positioned immediately south of Seabridge Gold’s KSM deposits and Newmont’s Brucejack/Valley of the Kings mine, while Electrum sits roughly between Newmont’s Brucejack Mine (about 20 kilometers to the north) and the former Silbak Premier mine (about 20 kilometers to the south), underlining the prospective location of the portfolio.

The company reminds readers that the securities referenced have not been and will not be registered under the United States Securities Act of 1933 and may not be offered, sold, or transferred in the United States or to U.S. Persons absent registration or an applicable exemption. An offering document is available under the company profile on SEDAR+ and at www.goldstormmetals.com, and prospective investors are urged to review it before deciding. For inquiries, contact Chris Curran, VP Investor Relations, at 604-559-8092 or chris.curran@goldstormmetals.com. The release was issued on behalf of the board by Ken Konklin, President and CEO, and contains customary forward-looking statements and associated risk disclosures.

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