Pivotal Metals Targets C$2.6M in Flow-Through Shares to Accelerate Quebec Drilling

Context and Offer Details

Pivotal Metals Limited (ASX – PVT) has lodged a prospectus dated 29 October 2025 for a targeted flow-through share offer to raise approximately C$2.6 million. The offer comprises 159,090,909 shares priced at C$0.01644 each and is specifically aimed at Canadian investors eligible for tax incentives under the Canadian Income Tax Act. These flow-through shares allow investors to deduct qualifying exploration expenditures from their taxable income, a significant enticement in the critical minerals sector.

The funds raised will primarily support exploration and development activities at Pivotal’s Belleterre and Horden Lake projects in Quebec, Canada, both positioned in regions with promising critical mineral potential. The offer is structured as a transaction-specific prospectus, reflecting the company’s status as a disclosing entity with continuous reporting obligations.

Strategic Capital Raising and Market Position

Alongside the flow-through share offer, Pivotal Metals has announced a concurrent institutional placement to raise approximately A$2.5 million through the issue of 227,272,728 shares at A$0.011 per share. This two-tranche placement includes a component subject to shareholder approval, notably involving subscriptions by company directors. PowerHouse Advisory Australia Pty Ltd acts as sole lead manager for the placement, highlighting the company’s engagement with specialist capital markets advisors.

Upon completion of the offer and the first tranche of the institutional placement, Pivotal’s issued capital will increase to over 1.13 billion shares. Importantly, the offer is not underwritten, and no minimum subscription applies, reflecting a degree of market confidence but also inherent risk.

Risk Factors and Investor Considerations

The prospectus is explicit in cautioning investors about the speculative nature of the investment. Key risks include the uncertainty of exploration outcomes, potential delays or failures in securing land access and permits, and exposure to commodity price volatility and exchange rate fluctuations. The company also faces regulatory risks associated with operating in Canada, including possible changes in government policies that could affect mining rights and taxation.

Future capital requirements remain a critical concern, as Pivotal is currently loss-making and reliant on ongoing financing to sustain operations and growth. The flow-through share structure adds complexity, with tax benefits contingent on compliance with Canadian tax rules and the timely renunciation of qualifying expenditures.

Financial Position and Use of Funds

The funds raised from the offer are earmarked predominantly for drilling and exploration activities at the Belleterre projects, with additional allocations for development and optimisation at the Horden Lake project. The pro forma financial statements indicate a strengthened cash position post-offer, supporting the company’s near-term operational plans.

Shareholders should note that the shares issued under the offer will rank equally with existing shares, and the company’s dividend policy remains uncertain, reflecting the early-stage nature of its projects and ongoing capital needs.