VANCOUVER, British Columbia, May 28, 2026 (GLOBE NEWSWIRE) -- ValOre Metals Corp. ("ValOre" or the "Company") (TSXV:VO, OTCQB:KVLQF, FRANKFURT: KEQ0)) today announced the completion of its previously announced non-brokered private placement of a convertible unsecured debentures (the "Debentures") for aggregate gross proceeds of CDN$2,000,000 (the "Offering").
The Principal amount of the Debenture is 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 warrant, a "Warrant"). Each Warrant entitles 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 Debentures will bear interest at the rate of 6% per annum and accrue until the date that is six month from the date hereof if the principal amount outstanding under the Debenture (the "Principal") has not been converted to Units at such time, with such interest calculated and payable in cash every 6 months until the date that is 18 months from the Issuance Date (the "Maturity Date"). If the Principal is not repaid in full on the Maturity Date, interest shall continue to accrue on any outstanding Principal at the same rate until the date of actual repayment, and any such interest accrued after the Maturity Date shall be payable in cash upon repayment of the outstanding Principal.
In the event that the Company completes an arm's-length equity financing for aggregate gross proceeds of not less than $5,000,000 which closes within six months of the date hereof, conducted by way of a prospectus offering or a non-brokered or brokered private placement of Shares or the common share component of any unit, subscription receipt, convertible security, exchangeable security, or other equity or equity-linked security (collectively, "Other Equity Securities") at a fixed issue price per Share or Other Equity Securities ("Material Financing"), all outstanding Principal shall automatically convert into Units at a conversion price equal to the Conversion Price which will be adjusted to match the issue price per Share or Other Equity Securities, issued pursuant to the Material Financing, if such price is greater than $0.12, and provided that in no event will the Conversion Price be reduced below $0.12.
In the event the Company completes a merger, arrangement, reorganization, amalgamation or other form of business combination of the Company with, or into any other company or of the sale of substantially all of the property and assets of the Company to any other company then effective concurrently with the closing of the such transaction, all outstanding Principal shall automatically convert into Units at a conversion price equal to the Conversion Price.
The holder may also elect to convert accrued and unpaid interest into Units concurrently with any voluntary or automatic conversion of the Principal. Any conversion of accrued and unpaid interest into Units is subject to the prior approval of TSXV and the conversion price applicable to any such interest shall be determined in accordance ...
