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finlay minerals ltd. (TSXV: FYL,OTC:FYMNF) (OTCQB: FYMNF) (“Finlay” or the “Company”) is pleased to announce that it has completed its non-brokered private placement (the “Private Placement”) previously announced on October 6, 2025, consisting of the issuance of: (i) 10,633,999 flow-through units of the Company (each “FT Unit”) at a price of $0.15 per FT Unit, and (ii) 883,000 non-flow-through units of the Company (each an “NFT Unit”) at a price of $0.13 per NFT Unit, for total gross proceeds to the Company of $1,709,890.
Each FT unit consists of one ordinary share of the Company, issued on a flow-through basis under the Income Tax Act (Canada) (A “FT share“) and one-half of one non-flow-through common stock purchase warrant (each whole warrant, a “Deposit“). Each Warrant may be exercised by the holder thereof to acquire one non-flow-through common share of the Company (a “NFT share“) at an exercise price of $0.25 per NFT share until October 17, 2027.
Each NFT Unit consists of one NFT Share and one Warrant with identical terms and conditions as the underlying Warrants of the FT Units.
The Company intends to use the gross proceeds from the Private Placement for exploration of the Company’s properties, SAY, JJB and Silver Hope, and for general working capital purposes as more specifically described in the offering document for the Private Placement. The Company will use the gross proceeds from the issuance of FT Shares to incur and qualify as “Canadian Exploration Expenses” as “Mining Flow-Critical Expenses,” as such terms are defined in the Income Tax Act (Canada).
The private placement was carried out in accordance with the financing exemption for listed issuers under Part 5A of National Instrument 45-106 – Prospectus exemptions and relying on the coordinated general order 45-935 – Exemptions from certain conditions of the financing exemption of listed issuers. The securities issued to purchasers in the Private Placement are not subject to a hold period under applicable Canadian securities laws. The Private Placement is subject to final approval of the TSX Venture Exchange.
The company paid a total fee for finding cash from $96,550.78 and issued 648,358 non-transferable finder warrants (each a “Finder command“) to market-based finders of the Company, as compensation for identifying buyers in the Private Placement. Each Finder Warrant entitles its holder to purchase one NFT Share at an exercise price of $0.25 per NFT share until October 17, 2027. The Finder Warrants and the NFT shares issued upon exercise thereof are subject to a holding period expiring on February 18, 2026 in accordance with applicable securities laws.
This press release does not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities herein the United States or in any other jurisdiction where such offer, solicitation or sale would be unlawful. The securities are not registered under the US Securities Act of 1933as modified, and may not be offered or sold the United States absence of registration or an applicable exemption from the registration requirements thereunder.
About Finlay Minerals Ltd.
Finlay is a TSXV company focused on the exploration of base and precious metal deposits through the development of ATTY, PIL, JJB, SAY and Silver Hope Properties; these features host copper-gold-porphyry and gold-silver epithermal targets in several porphyry districts in northern and central BC. All properties are located in areas where copper-gold porphyry has recently been discovered.
Finlay trades under the symbol “FYL” on the TSXV and under the symbol “FYMNF” on the OTCQB. For more information and details, please visit the company’s website at www.finlayminerals.com
On behalf of the Board of Directors,
Robert F. Brown,
Executive Chairman of the Board
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 release.
Forward-looking information: This press release contains certain “forward-looking information” and “forward-looking statements” (collectively, “forward-looking statements”) within the meaning of applicable Canadian securities legislation. All statements in this press release that relate to events or developments that we expect to occur in the future are forward-looking statements. Forward-looking statements are statements that are not historical facts and are generally, although not always, identified by words such as “expect,” “plan,” “anticipate,” “project,” “aim,” “potential,” “plan,” “predict,” “budget,” “estimate,” “intend” or “believe” and similar expressions or their negative connotations, or that events or circumstances ‘will’, ‘could’, ‘may’, ‘should’ or ‘may’ occur. All such forward-looking statements are based on the opinions and estimates of management as of the date such statements are made. Forward-looking statements in this press release include statements regarding the final approval of the Private Placement by the TSXV and the planned use of proceeds for the Private Placement. Although Finlay believes that the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those forward-looking statements. Factors that could cause actual results to differ materially from those in forward-looking statements include the ability to obtain regulatory approval for the private placement, the state of equity markets in Canada and other jurisdictions, market prices, exploration successes and continued availability of capital and financing and general economic, market or business conditions. These forward-looking statements are based on a number of assumptions, including, among other things, assumptions regarding general business and economic conditions, the timing and receipt of regulatory and governmental approvals, the ability of Finlay and other parties to meet exchange and other regulatory requirements in a timely manner, the availability of financing for Finlay’s proposed transactions and programs on reasonable terms, and the ability of third party service providers to provide services to deliver on time. manner. Investors are cautioned that such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements. and accordingly, undue reliance should not be placed on such statements because of the inherent uncertainty therein. Finlay assumes no obligation to update or revise its forward-looking statements, whether as a result of new information, future or otherwise, except as required by applicable law.
SOURCE Finlay Minerals Ltd.
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