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Enduro Metals Corp
Enduro Metals Announces $5 Million LIFE Offering
Business
1h ago
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Enduro Metals Announces $5 Million LIFE Offering

Vancouver, British Columbia--(Newsfile Corp. - April 27, 2026) - Enduro Metals Corporation (TSXV: ENDR) ("Enduro", "Enduro Metals" or the "Company") is pleased to announce that that it has entered into an agreement with Beacon Securities Limited ("Beacon" or the "Agent") to act as sole agent in connection with a "best efforts" private placement offering of a combination of up to 9,375,000 non-flow-through units of the Company (the "NFT Units") at a price of $0.16 per NFT Unit (the "NFT Issue Price") for gross proceeds of up to $1,500,000, and up to 15,910,000 flow-through units of the Company sold on a charitable flow-through basis (the "FT Units" and, together with the NFT Units, the "Offered Securities") at a price of $0.22 per FT Unit (the "FT Issue Price") for gross proceeds of up to $3,500,200, and combined gross proceeds of up to $5,000,200 (the "Offering").

Each NFT Unit will consist of one common share of the Company (an "NFT Share") and one-half of one common share purchase warrant of the Company (each whole common share purchase warrant, a "Warrant"). Each FT Unit will consist of one common share of the Company (a "FT Share") and one-half of one Warrant, each of which shall qualify as a "flow-through share" for the purposes of the Income Tax Act (Canada) (the "Tax Act").

Each Warrant will entitle the holder thereof to acquire one non-flow-through common share of the Company (a "Warrant Share") at a price per Warrant Share of $0.24 for a period of 36 months from the Closing Date.

Subject to compliance with applicable regulatory requirements, the Offered Securities will be offered to purchasers resident in all Provinces of Canada pursuant to the listed issuer financing exemption under Part 5A of National Instrument 45-106 - Prospectus Exemptions ("NI 45-106") and in reliance on the amendments to Part 5A of NI 45-106 set forth in Coordinated Blanket Order 45-935 - Exemptions from Certain Conditions of the Listed Issuer Financing Exemption (collectively, the "Listed Issuer Financing Exemption"). Any offering of Offered Securities in Quebec pursuant to the Listed Issuer Financing Exemption will not commence until such time as the French Form 45-106F19 has been filed and posted on SEDAR+. The Offered Securities sold pursuant to the Listed Issuer Financing Exemption will not be subject to resale restrictions under applicable Canadian securities laws.

There is an offering document related to the Offering (the "LIFE Offering Document") that can be accessed under the Company's profile on SEDAR+ at www.sedarplus.ca and on the Company's website at www.endurometals.com. Prospective investors of the Offered Securities being issued pursuant to the Listed Issuer Financing Exemption should read this LIFE Offering Document before making an investment decision.

An amount equal to gross proceeds from the sale of the FT Units will be used by the Company to incur eligible "Canadian exploration expenses" that will qualify as "flow-through mining expenditures" as such terms are defined in the Tax Act and a "BC flow-through mining expenditure" for purposes of the Income Tax Act (British Columbia) (the "Qualifying Expenditures") related to the Company's projects in British Columbia, Canada on or before December 31, 2027. All Qualifying Expenditures will be renounced in favour of the subscribers effective December 31, 2026. The net proceeds from the sale of NFT Units will also be used for exploration and development at the Company's mineral projects and for working capital and general corporate purposes.

The Offering is expected to close on or about May 14, 2026 (the "Closing Date") and is subject to the Company receiving all necessary regulatory approvals, including the approval of the TSX Venture Exchange.

The securities to be offered pursuant to the Offering have not been, and will not be, registered under the U.S. Securities Act or any U.S. state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, United States persons absent registration or any applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

Certain insiders of the Company are expected to participate in the Offering. Such participation constitutes a "related party transaction" as defined under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company intends to rely on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101, as neither the fair market value of the Offered Securities to be purchased by insiders, nor the consideration for the Offered Securities to be paid by such insiders, will exceed 25% of the Company's market capitalization.

Qualified Person

Robert Cameron, P. Geo, Enduro's Chief Executive Officer, is the company's qualified person as defined by National Instrument 43-101 - Standards of Disclosure for Mineral Projects, and has reviewed and approved the technical aspects of this release.

About Enduro Metals

Enduro Metals is an exploration company focused on its Newmont Lake Project; a 688 km2 property located within the heart of British Columbia's Golden Triangle. Building on prior results, Enduro Metals' geological team has outlined multiple deposit environments of interest across the Newmont Lake Project including high-grade epithermal/skarn gold along the McLymont Fault, and copper-gold alkalic porphyry systems at Burgundy and Andrei. The Company maintains a broader portfolio of mineral projects across Canada including the advanced Burn porphyry copper and gold project in northern British Columbia.

On Behalf of the Board of Directors of Enduro Metals Corporation

"Robert Cameron"
Chief Executive Officer

For further information please contact:

Robert Cameron, CEO
Tel: +1 (778) 989-1501
Email:
cameron@endurometals.com

www.endurometals.com

Forward-Looking Statements

This news release contains statements that constitute "forward-looking statements". Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause Enduro's actual results, performance or achievements, or developments in the industry to differ materially from the anticipated results, performance or achievements expressed or implied by such forward-looking statements. Forward- looking statements are statements that are not historical facts and are generally, but not always, identified by the words "expects," "plans," "anticipates," "believes," "intends," "estimates," "projects," "potential" and similar expressions, or that events or conditions "will," "would," "may," "could" or "should" occur. These statements are made as of the date of this news release and include without limitation, statements about the Offering (including the completion of the Offering on the terms and timeline as announced or at all, the tax treatment of the FT Units, the timing to renounce all Qualifying Expenditures in favour of the subscribers and the use of proceeds of the Offering), and statements as to management's expectations and intentions and the Company's anticipated work programs.

Although Enduro believes the forward-looking information contained in this news release is reasonable based on information available on the date hereof, forward-looking statements by their nature involve assumptions, known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among other things: risk that the Offering will not close on the anticipated timeline or at all on the anticipated terms, risk that Enduro will not receive all necessary approvals, risks related to uncertainties inherent in drill results and the estimation of mineral resources, and risks associated with executing Enduro's plans and intentions.

THE FORWARD-LOOKING INFORMATION CONTAINED IN THIS NEWS RELEASE REPRESENTS THE EXPECTATIONS OF ENDURO AS OF THE DATE OF THIS NEWS RELEASE AND, ACCORDINGLY, IS SUBJECT TO CHANGE AFTER SUCH DATE. READERS SHOULD NOT PLACE UNDUE IMPORTANCE ON FORWARD-LOOKING INFORMATION AND SHOULD NOT RELY UPON THIS INFORMATION AS OF ANY OTHER DATE. WHILE ENDURO MAY ELECT TO, NEITHER OF THEM UNDERTAKES TO UPDATE THIS INFORMATION AT ANY PARTICULAR TIME EXCEPT AS REQUIRED IN ACCORDANCE WITH APPLICABLE LAWS.

Neither the TSX Venture Exchange nor its Regulation Services Provider accepts responsibility for the adequacy or accuracy of this release.

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES