VANCOUVER, BC / ACCESS Newswire / September 16, 2025 / American Critical Minerals Corp. (“American Critical Minerals” or the “Company“) (CSE:KCLI)(OTCQB:APCOF)(Frankfurt:2P3) is pleased to announce that it has closed its non-brokered private placement (the “Offering“), under the Listed Issuer Financing Exemption (as defined below), and has issued 5,000,000 units (each, a “Unit“) at a price of $0.20 per Unit for gross proceeds of $1,000,000. Each Unit consists of one common share of the Company and one-half-of-one share purchase warrant (each whole warrant, a “Warrant“) exercisable at a price of $0.30 until September 16, 2027.
The net proceeds raised from the Offering will be used to advance development at the Green River Project, including technical work to finalize exploration targets for lithium and bromine and to update the Company’s existing technical report accordingly and for concession and regulatory fees, as well as for corporate marketing and general working capital purposes. In connection with closing of the Offering, the Company paid $47,400 and issued 237,000 Warrants to certain arms-length brokerage firms who assisted in introducing subscribers to the Offering.
In accordance with National Instrument 45-106 – Prospectus Exemptions (“NI 45-106“), the Offering was being made to purchasers’ resident in Canada, except Québec, pursuant to the listed issuer financing exemption under Part 5A of NI 45-106 (the “Listed Issuer Financing Exemption“). The securities offered under the Listed Issuer Financing Exemption are subject to a hold period in accordance with applicable Canadian securities laws.
Insiders of the Company participated in the Offering and purchased a total of 100,000 Units. Participation by insiders constitutes a related party transaction as defined in Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101“). The Company has relied on exemptions from the formal valuation and minority shareholder approval requirements provided under sections 5.5(a) and 5.7(1)(a) of MI 61-101 on the basis that neither the fair market value of the Common Shares issued under the Offering to insiders, nor the consideration paid by insiders of the Company, exceeded 20% of the Company’s market capitalization.
On behalf of the Board of Directors
Simon Clarke, President & CEO
Contact: (604)-551-9665
Cautionary Statements Regarding Forward Looking Information
This news release contains forward-looking information within the meaning of applicable securities legislation. Forward-looking information is typically identified by words such as: believe, uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking information. Important factors that could cause actual results to differ from this forward-looking information include those described under the heading “Risks and Uncertainties” in the Company’s most recently filed MD&A. The Company does not intend, and expressly disclaims any obligation to, update or revise the forward-looking information contained in this news release, except as required by law. Readers are cautioned not to place undue reliance on forward-looking expect, anticipate, intend, estimate, postulate and similar expressions, or are those, which, by their nature, refer to future events. Such statements include, without limitation, statements regarding the intended use of proceeds from the Offering. Although the Company believes that such statements are reasonable, it can give no assurances that such expectations will prove to be correct. All such forward-looking information is based on certain assumptions and analyses made by the Company in light of their experience and perception of historical trends, current conditions and expected future developments, as well as other factors management believes are appropriate in the circumstances. This information, however, is subject to a variety of risks and information.
SOURCE: American Critical Minerals Corp.
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