VANCOUVER, British Columbia, May 20, 2026 (GLOBE NEWSWIRE) -- ValOre Metals Corp. ("ValOre" or the "Company") (TSXV:VO, OTCQB:KVLQF, FRANKFURT: KEQ0)) today announced a non-brokered private placement of convertible unsecured debentures (the "Debentures") for aggregate gross proceeds of up to CDN$2,000,000 (the "Offering").
The Debentures will bear interest at a rate of 6% per annum and will mature on the date that is 18 months from the date of issuance (the "Maturity Date").
The principal amount of the Debentures will be convertible, at the option of the holder at any time after the date six months from the issue date, into units (the "Units") of the Company at a conversion price of $0.12 per Unit (the "Conversion Price"). Each Unit will consist of one common share in the capital of the Company (a "Share") and one-half of one transferable common share purchase warrant (each whole common share purchase warrant, a "Warrant"). Each Warrant will entitle the holder to acquire one additional Share at an exercise price of CDN$0.15 per Share for a period of 36 months from the date of issuance of the Warrant.
The Conversion Price is subject to an upward-only adjustment to match the issue price per common share, or the effective price attributable to the common share component of any unit, subscription receipt, convertible security, exchangeable security, or other equity or equity-linked security (collectively, "Other Equity Securities"), issued pursuant to the Company's next Material Financing completed within six months of the issue date of the Debentures, if such price is greater than CDN$0.12. For these purposes, "Material Financing" means the next arm's-length equity financing of the Company for aggregate gross proceeds of not less than CDN$5,000,000, conducted by way of a prospectus offering or a non-brokered or brokered private placement of common shares or other equity securities at a fixed issue price per common share (or per unit share component). For clarity, a Material Financing excludes government incentive programs, the exercise of outstanding convertible securities, shares for debt transactions, and transactions not primarily undertaken to raise cash. Upon completion of a Material Financing meeting the foregoing criteria, the Debentures will automatically convert into Units at a Conversion Price equal to the issue price per common share or Other Equity Securities in such Material Financing, provided that in no event will the Conversion Price be reduced below CDN$0.12. The exercise price of the Warrants is not subject to adjustment. The Debentures and the terms thereof are subject to TSX Venture Exchange (the "TSXV") acceptance. If no Material Financing occurs within six months of the issuance of the Debentures, the Conversion Price will no longer be subject to the Upward Adjustment Event, and the Debentures will be convertible by the holder at any time prior to the Maturity Date into Units at a price of CDN$0.12.
ValOre intends to use the net proceeds of the Offering for exploration on ValOre's 100% owned Pedra Branca Platinum Group Elements Project in northeastern Brazil, for evaluation of potential acquisitions in Brazil, general working capital and corporate purposes.
The closing ...
