Star Metro - Panther Minerals Announces Brokered Private Placement of up to $3,000,000

The Units will be offered at a price of $0.25 per Unit for gross proceeds of up to $1,500,000. Each Unit will consist of one common share of the Company (a "Common Share") and one common share purchase warrant of the Company (a "Warrant"). Each Warrant will entitle the holder thereof to acquire one additional Common Share at an exercise price of $0.33 per Common Share for a period of 24 months from the Closing Date (as defined below).

The Special Warrants will be offered at a price of $0.25 per Special Warrant for gross proceeds of up to $1,500,000. Each Special Warrant will be convertible, without payment of any additional consideration, into one Common Share and one Warrant on the earlier of: (i) the issuance of a receipt for the Company's final prospectus filed in the applicable Canadian jurisdictions qualifying the distribution of the Common Shares and Warrants issuable upon conversion of the Special Warrants; and (ii) the date that is four months and one day after the Closing Date. Each Warrant issuable upon conversion of a Special Warrant will be exercisable to acquire one additional Common Share at an exercise price of $0.33 per Common Share for a period of 24 months from the Closing Date.

The Company intends to use the net proceeds of the Offering to fund its Phase 1 exploration program, working capital and general corporate purposes.

In connection with the Offering, the Company has agreed to provide the Agent with the following compensation: (i) a cash commission equal to 7% of the aggregate gross proceeds of the Offering; (ii) non-transferable warrants (the "Agent's Warrants") equal to 7% of the aggregate number of Units and Special Warrants sold under the Offering, each exercisable to acquire one Common Share at a price of $0.25 per Common Share for a period of 24 months from the Closing Date; and (iii) a corporate finance fee in connection with the Offering, as set out in the agency agreement between the Company and the Agent. The Agent may assemble a selling group in connection with the Offering.

The Offering is expected to close on or about July 7, 2026 (the "Closing Date"), and may close in one or more tranches. Completion of the Offering is subject to certain conditions, including but not limited to the receipt of all necessary regulatory approvals, the execution of agency agreement between the Company and the Agent, and the acceptance of the Canadian Securities Exchange (the "CSE"). The Company intends to apply to list the additional Common Shares issuable in connection with the Offering, including the Common Shares issuable upon exercise of the Warrants and the Agent's Warrants, on the CSE.

The Units and Special Warrants will be offered: (a) by way of private placement in all of the provinces of Canada pursuant to applicable exemptions from the prospectus requirements under applicable Canadian securities laws; and (b) in jurisdictions outside of 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. The securities issued pursuant to the Offering to purchasers in Canada will be subject to a statutory hold period of four months and one day from the Closing Date in accordance with applicable Canadian securities laws, except as may otherwise apply to the Common Shares and Warrants issuable upon conversion of the Special Warrants in the event the distribution of such securities is qualified by a prospectus. The Units and Special Warrants will be offered to purchasers outside of Canada pursuant to an exemption from the prospectus requirements in Canada available under OSC Rule 72-503 - Distributions Outside Canada and, accordingly, the securities issued pursuant to the Offering to purchasers outside of Canada are not expected to be subject to a four-month and one day hold period in Canada.

Following the Closing Date, the Company will use commercially reasonable efforts to prepare and file with the securities regulatory authorities in each of the provinces in which the Special Warrants are sold, and obtain a receipt for, a final prospectus (the "Final Prospectus") qualifying the distribution of the Common Shares and Warrants to be issued upon exercise of the Special Warrants. In the event that the Company has not received a receipt for the Final Prospectus within four months and one day following the Closing Date, each unexercised Special Warrant will thereafter entitle the holder thereof to receive upon the exercise thereof, at no additional consideration, one Common Share and one Warrant.

MI 61-101 Disclosure

Certain insiders of the Company may participate in the Offering. Any participation by insiders would constitute a "related party transaction" within the meaning of Multilateral Instrument 61-101 "Protection of Minority Security Holders in Special Transactions" ("MI 61-101"). The Company expects that such participation would be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101.

United States Securities Law Disclosure

The securities issued under the Offering have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. This news 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 jurisdiction in which such offer, solicitation, or sale would be unlawful.

About Panther Minerals Inc.

Panther Minerals Inc. is a North American mineral acquisition and exploration company focused on the development of quality precious and base metal properties that are drill-ready with high-upside and expansion potential. Panther Minerals trades on the CSE under the symbol PURR, on the OTCQB under the symbol GLIOF, and on the Frankfurt Stock Exchange under the symbol 2BC.

PANTHER MINERALS INC.

Ram Kumar, CEO and Director

For more information, please call 877-305-4150, email [email protected].

Neither the Canadian Securities Exchange nor its Regulation Services Provider accepts responsibility for the adequacy or accuracy of this release.

Forward-looking Statements

This news release contains "forward-looking information" and "forward-looking statements" within the meaning of applicable Canadian securities laws (collectively, "forward-looking statements"). All statements, other than statements of historical fact, included herein are forward-looking statements.

Forward-looking statements in this news release may include, but are not limited to, statements regarding the completion of the Offering, the anticipated size and timing of the Offering, the expected closing of the Offering in one or more tranches, the intended use of the net proceeds of the Offering, the payment of the cash commission, the issuance of the Agent's Warrants and the payment of the corporate finance fee, the execution of the agency agreement between the Company and the Agent, the preparation, filing and obtaining of a receipt for the Final Prospectus qualifying the distribution of the Common Shares and Warrants issuable upon conversion of the Special Warrants, the receipt of all necessary regulatory and CSE approvals, the listing of the securities issuable under the Offering on the CSE, and the Company's exploration plans and strategic direction. Forward-looking statements are based on the reasonable assumptions, estimates, and opinions of management as of the date such statements are made and are subject to known and unknown risks, uncertainties, and other factors that may cause actual results or future events to differ materially from those expressed or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to, the risk that the Offering may not be completed on the terms described herein, or at all; the risk that the Company and the Agent may not execute the agency agreement; the risk that the Company may not obtain a receipt for the Final Prospectus within the anticipated time period, or at all; the risk that the Company may not obtain the required regulatory or CSE approvals; the risk that the net proceeds of the Offering may be used in a manner different from that described herein; general business, economic, competitive, political, and social uncertainties; uncertain and volatile equity and capital markets; reliance on key personnel; and changes in laws, regulations, and regulatory policies. There can be no assurance that such forward-looking statements will prove to be accurate, as actual results and future events may differ materially from those anticipated in such statements. Readers are cautioned not to place undue reliance on forward-looking statements. Except as required by applicable securities laws, the Company undertakes no obligation to update or revise any forward-looking statements to reflect events or circumstances after the date of this news release.

SOURCE: Panther Minerals Inc.

View the original press release on ACCESS Newswire

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