The shares will be issued on a private placement basis in accordance with the exemption for financing of listed issuers under Part 5A of National Instrument 45-106 – Prospectus exemptions (“IN 45-106“), as amended and supplemented by Coordinated General Order 45-935 – Exemptions from certain conditions of the financing exemption of listed issuers (the “LIFE Exemption“).
Subject to compliance with applicable regulatory requirements and in accordance with NI 45-106, the Shares sold under the Offering will be offered pursuant to the LIFE exemption to purchasers resident in each of the provinces and territories of Canada, excluding Québec, and such securities are expected to be immediately freely tradable and will not be subject to a hold period under applicable Canadian securities laws. The Shares will also be offered in the United States through a private placement pursuant to the exemptions from the registration requirements provided in the United States Securities Act of 1933, as amended (the “US securities law“), and in jurisdictions other than Canada and the United States on a private placement or equivalent basis, in each case in accordance with all applicable laws, provided that no prospectus, registration statement or other similar document is required to be filed in such jurisdiction.
There is an offering document (the “Offer document“) relating to this Offer, which can be accessed through the Company’s profile at www.sedarplus.ca and on the company’s website at www.bmrcorp.com. Potential investors should read this offering document before making any investment decision.
The Company may pay finder’s fees to eligible finders in connection with the Offering, subject to applicable securities laws and TSX Venture Exchange (“TSXV“) policy.
The Company intends to use the net proceeds from the Offering to advance the processing activities and planned underground development of the Company’s Punitaqui mining complex in the Coquimbo region of Chile, and for general working capital purposes. Details of the Company’s intended use of the proceeds from the Offering are more fully described in the Offering Document.
The Offering is expected to close on or about February 20, 2026, and is subject to the Company’s receipt of all necessary regulatory approvals, including the approval of the TSXV.
The Offering is separate from and does not amend or replace the previously announced non-brokered private placement of up to 174,430,850 Shares at a price of $0.20 per share, as disclosed in the Company’s press release dated January 7, 2026. The Company continues to pursue the completion of the previously announced private placement, subject to the satisfaction of applicable conditions and the approval of the TSXV.
The securities offered have not been and will not be registered under the United States Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. 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 state in which such offer, solicitation or sale would be unlawful.
About Battery Mineral Resources Corp.
Battery Mineral Resources operates the Punitaqui Mining Complex, a historic copper, gold and silver mine in the Coquimbo region of Chile. The company’s portfolio also includes the 100% ownership of ESI Energy Services Inc. and North American mineral exploration assets. The company aims to provide shareholders with greater exposure to copper and the global trend of electrification, while simultaneously focusing on growth through cash flow, exploration and acquisitions in favorable mining jurisdictions. More information about BMR and its projects can be found at www.bmrcorp.com.
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this press release.
Cautionary Note Regarding Forward-Looking Information
This press release contains certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws. Forward-looking statements relate to future events or future performance and reflect the expectations or beliefs of the Company’s management regarding future events. Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as “intends” or “anticipates”, or variations of such words and phrases or statements that certain actions, events or results “may”, “might”, “would”, “would” or “occur”. This information and these statements, referred to herein as “forward-looking statements”, are not historical facts, are made as of the date of this press release and include, without limitation, statements regarding discussions of future plans, estimates and forecasts and statements regarding management’s expectations and intentions regarding, among other things: the expected closing date of the Offering; the expected proceeds to be raised in the context of the Offering; the intended use of any proceeds from the Offering; the payment of any finder’s fees in connection with the Offering; the receipt of all required regulatory approvals for the Offering, including those from the TSXV; and the terms and completion of the previously announced non-brokered private placement.
These forward-looking statements involve numerous risks and uncertainties and actual results may differ materially from those suggested in any forward-looking statements. These risks and uncertainties include, among others: the Company’s inability to raise the expected proceeds from the Offering; the Company’s inability to use the expected proceeds from the Offering as expected; risks related to global financial markets, including the trading price of the Company’s shares; and the inability to obtain all regulatory approvals for the Offering or the previously announced private placement, including those from the TSXV.
In making the forward-looking statements in this press release, the Company has applied various material assumptions, including, but not limited to: the Company will be able to raise the expected proceeds under the Offering and on the expected schedule; and the Company will use the proceeds from the Offering as currently expected.
Although the Company’s management has attempted to identify important factors that could cause actual results to differ materially from those contained in any forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company undertakes no obligation to update any forward-looking statements, forward-looking information or financial prospects incorporated herein by reference, except in accordance with applicable securities laws. We are looking for a safe haven.
THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO US NEWSWIRE SERVICES OR DISTRIBUTION IN THE UNITED STATES
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/283313
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