Each Unit will consist of one (1) common share of the Company (each a “Part“) and a half (1/2) command (each whole command, a “Deposit“), instead of a full Warrant as previously contemplated. Each Warrant will entitle the holder thereof to acquire one Share of the Company at a price of $0.05 per Share for a period of thirty-six (36) months from the date of issuance.
The change in structure allows the Company to maintain and increase its ability to rely on LIFE in future financings, and the reduction in the number of Warrants to be issued also allows the Company to close the Offering without seeking shareholder approval, which was previously required in accordance with the policies of the Canadian Securities Exchange (the “CSE“).
“We are very pleased that our existing and potential new investors participating in the Offering support ATERRA’s vision for developing our portfolio of projects in Chile. This updated structure provides us with the flexibility to aggressively pursue these goals through 2026 with greater future financing options at our disposal, while also providing us with capital to launch in the new year,” said Carl Hansen, CEO of ATERRA. “Furthermore, in response to numerous inquiries, ATERRA is not considering any equity consolidation in the near future.”
The Company intends to use the net proceeds from the Offering to fund option payments and exploration activities in the Frontera, Taruca and Clinton copper-gold properties (the “Properties“), as well as for working capital requirements and other general corporate purposes. At the properties, ATERRA plans to commence exploration activities in January 2026 in preparation for a Phase I drilling program to commence in the first quarter. The company is targeting the third quarter of 2026 for the release of a preliminary 43-101 compliant resource estimate.
The Units will be offered to accredited investors pursuant to applicable prospectus exemptions in accordance with National Instrument 45-106 – Prospectus exemptions. The Shares and Warrants underlying the Units are subject to a statutory retention period of four months and one day from the date of issue.
ATERRA may pay a finder’s fee of not more than 7% with respect to purchasers in the Offer introduced to it by certain persons, in accordance with the policies of the CSE.
Certain insiders of the Company have indicated that they intend to subscribe for up to 8,500,000 Units under the Offering. Any subscription by an insider is considered a “related party transaction” of the Company within the meaning of Multilateral Instrument 61-101 – Protection of minority security holders in special transactions (“MI 61-101″). Subscriptions by insiders to the Offering are exempt from the formal valuation requirement of MI 61-101 under Section 5.5(a) of MI 61-101 and the minority shareholder approval requirement of MI 61-101 under Section 5.7(1)(a) as the fair market value of the Offering, insofar as subscriptions by such insiders are concerned, does not exceed 25% of the The market capitalization of the company.
The Offering is still expected to close in or about the week of January 12, 2026 and remains subject to certain customary closing conditions.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy the securities in the United States or in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to qualification or registration under the securities laws of any such jurisdiction. The securities offered have not been and will not be registered under the United States Securities Act of 1933, as amended, and such securities may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from U.S. registration requirements and applicable U.S. state securities laws.
About ATERRA Metals Inc.
ATERRA is a mineral exploration company focused on exploration opportunities in Chile. The company’s team of successful exploration professionals is committed to the discovery of mineral deposits that can be converted into economically viable development projects that create value for all stakeholders.
Cautionary Statement Regarding Forward-Looking Statements
This press release may contain forward-looking statements, including statements regarding the terms of the Offering, the closing of the Offering and the expected use of proceeds from the Offering. These statements reflect management’s current estimates, beliefs, intentions and expectations; they are not guarantees of future performance. Often, but not always, forward-looking statements can be identified by the use of words such as ‘plans’, ‘schedule’, ‘expects’ or ‘does not expect’, ‘continues’, ‘planned’, ‘estimates’, ‘predicts’, ‘targeting’, ‘intends’, ‘potential’, ‘anticipates’, ‘does not anticipate’, or describes a ‘goal’, or some variation of such words and phrases, or states that certain actions, events or results ‘may’, ‘could’, ‘would’. ‘could’ or ‘will’ be taken, take place or be achieved.
Forward-looking statements involve known and unknown risks, future events, conditions, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from any future results, predictions, projections, predictions, performance or achievements expressed or implied by the forward-looking statements. Such factors include, but are not limited to: the successful acquisition of exploration projects discussed in this press release; changes in economic parameters and assumptions; all aspects related to the timing of exploration activities and the receipt of exploration results; the interpretation and actual results of ongoing exploration activities; changes in project or exploration parameters as plans are further refined; the outcomes of regulatory and licensing processes; future metal price; possible variations in grade or recovery rates; the failure of equipment or processes to operate as expected; labor disputes and other risks of mining; the results of economic and technical studies; delays in obtaining government approvals or financing or in completing exploration; as well as the factors disclosed in the company’s publicly filed documents.
Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Cascada undertakes no obligation to update any forward-looking statements, except as required by applicable securities laws. Accordingly, readers should not place undue reliance on forward-looking statements.
Neither the Canadian Securities Exchange nor its regulatory services provider has reviewed or accepts responsibility for the adequacy or accuracy of the contents of this press release.
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