AuMEGA Metals Targets C$23.7M in Flow-Through and Hard Dollar Unit Offers

Capital Raising Overview

AuMEGA Metals Limited (ASX:AAM, TSXV:AUM) has lodged a prospectus dated 7 April 2026 for a significant capital raising comprising three offers: a Tranche 2 CF Offer of 135 million flow-through units priced at C$0.0544 each to raise approximately C$7.34 million; a Tranche 2 HD Offer of 408.97 million hard dollar units at C$0.04 each to raise about C$16.36 million; and a nominal Cleansing Offer of up to 10,000 shares to remove trading restrictions. The combined raise is approximately C$23.7 million before costs and is subject to shareholder approval at a meeting scheduled for 10 April 2026.

This follows the company’s earlier successful first tranche placement in March 2026, which raised over C$5 million through flow-through units, as detailed in the company’s recent first tranche upsized placement. The current prospectus extends the financing to institutional, professional, and accredited investors, including Canadian charity investors eligible for tax incentives under Canadian flow-through share legislation.

Use of Proceeds and Exploration Focus

Proceeds from the financing will primarily fund AuMEGA’s exploration activities in Newfoundland and Labrador, Canada. The company plans an expanded drill program across its Cape Ray, Cape Ray West (including Isle aux Morts Granite), and Bunker Hill projects. Additional funds will support early-stage exploration at targets such as Hermitage and Intersection, alongside working capital and general corporate purposes.

The flow-through shares issued under the CF Offers are designed to qualify as Canadian exploration expenses, allowing charity investors to claim tax deductions and credits, subject to compliance with Canadian tax laws. The company has committed to incurring qualifying expenditures by 31 December 2027 and renouncing these to investors by 31 December 2026, with indemnities in place for investors if these conditions are not met.

Offer Structure and Securities Details

The Tranche 2 CF Offer consists of 135 million flow-through units, each comprising one share and one warrant exercisable at C$0.055 until 5 September 2028. The Tranche 2 HD Offer includes 408.97 million hard dollar units, also comprising one share and one warrant each with identical exercise terms. The Cleansing Offer is a small-scale issue intended to remove trading restrictions on previously issued flow-through shares.

Shares issued under the offers will rank equally with existing shares. Warrants will not be listed on ASX or TSXV but will be transferable under the warrant indenture. The company will apply for official quotation of the shares on ASX and TSXV, with trading restrictions in Canada applying for four months plus one day post-issuance.

Capital Structure and Director Participation

Upon completion of the offers, the total shares on issue are expected to increase from 887.9 million to approximately 1.43 billion, with warrants rising from 98.4 million to 642.35 million. Directors have indicated participation in the raise, including Managing Director Sam Pazuki subscribing for up to 851,064 traditional flow-through shares, and Non-Executive Directors Nicole Adshead-Bell and James Withall subscribing for HD units totaling 1.35 million shares and warrants combined, all subject to shareholder approval.

Risk Factors and Regulatory Considerations

The prospectus includes comprehensive risk disclosures, highlighting the speculative nature of mineral exploration and the uncertainties inherent in developing economic mineral resources. Specific risks include sovereign and regulatory risks associated with operating in Canada, environmental compliance, exploration and operational risks, commodity price volatility, and the complexities of flow-through share tax treatment. The company notes that adverse changes in Canadian government policies or legislation could materially affect its operations.

Investors are advised to consider these risks carefully and consult professional advisors before participating. The company emphasises that the tax benefits of flow-through shares accrue only to the initial Canadian charity investors and are not transferable.

Financial Position and Market Context

The pro forma statement of financial position included in the prospectus indicates that the company’s cash reserves would increase substantially post-raise, supporting its exploration commitments and working capital needs in the near term. The company’s shares have traded between A$0.031 and A$0.044 in the three months prior to the prospectus lodgement, with a closing price of A$0.037 on 7 April 2026.

AuMEGA Metals is listed on both ASX and TSXV, with the offers structured to comply with relevant Australian and Canadian securities regulations. The company’s previous capital raising activities and exploration progress can be referenced in its recent announcements, including the oversubscribed $30 million financing to accelerate Newfoundland exploration.