Brisbane, Australia /ACCESSWIRE/ (August 13, 2025) – Adyton Resources Corp. (TSXV: ADY) (FSE: 701GR) ("Adyton" or the "Company") is pleased to announce that it has completed its previously announced brokered private placement financing (the "Offering") for total gross proceeds of C$14,000,000 from the sale of 35,000,000 units of the Company (each, a "Unit") at a price of $0.40 per Unit (the "Offering Price"). Each Unit consists of one common share of the Company (each, a "Share") and one-half of one common share purchase warrant (each whole warrant, a "Warrant"). Each Warrant entitles the holder to purchase one Share at a price of $0.60 for a period of 24 months following the date of closing.
Clarus Securities Inc. ("Clarus") and PowerOne Capital Markets Limited ("PowerOne" and, together with Clarus, the "Lead Agents") acted as agents for the Offering.
In connection with the Offering, the Company paid a cash commission to the Lead Agents equal to 6.5% of the gross proceeds of the Offering and also issued to the Lead Agents an aggregate of 2,275,000 nontransferable compensation options (each, a "Compensation Option"). Each Compensation Option entitles the holder to acquire one Unit at the Offering Price for a period of 24 months from the date of issuance.
Concurrent with the Offering, the Company also completed a non-brokered private placement of 15,000,000 units of the Company (the "NB Units") at the Offering Price per NB Unit for aggregate gross proceeds of C$6,000,000 (the "Non-Brokered Offering"). The NB Units have the same terms as the Units. The purpose of the Non-Brokered Offering was primarily to enable the board of directors and management of the Company, along with residents of Papua New Guinea, to participate in a financing of the Company on similar terms as the Offering and to use the net proceeds from the Non-Brokered Offering to advance the Company's exploration and development activities. No finder's fees were paid in connection with the Non-Brokered Offering.
Two insiders of the Company, Company Chairman Sinton Spence and Independent Director Michael Gray, participated in the Offering and subscribed for an aggregate of 1,225,775 Units. Such participation constitutes 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 has relied on the exemptions from the formal valuation and minority shareholder approval requirements under sections 5.5(a) and 5.7(1)(a) of MI 61-101, as neither the fair market value of the securities issued to the insiders nor the consideration paid by them exceeded 25% of the Company's market capitalization (as determined in accordance with MI 61-101).
The Units and NB Units were issued pursuant to applicable exemptions from the prospectus requirements under applicable securities laws. The securities issued pursuant to the Offering and the Non-Brokered Offering will be subject to a statutory hold period of four months plus one day from the date of closing, in accordance with applicable securities legislation.
The securities issued under the Offering and the Non-Brokered 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 registration requirements. This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction.
For further information please contact:
Tim Crossley, Chief Executive Officer
E-mail: ir@adytonresources.com
Phone: +61 7 3854 2389
Phone: +1 778 549 6768
Forward looking statements
This press release contains certain forward-looking statements as well as historical information. Readers should not rely on information in this summary for any purpose other than for gaining general knowledge of the Company. Forward-looking statements include, but are not limited to, the completion and the closing of the Offering and use of proceeds raised in the Offering and Non-Brokered Offering. The words "expected", "will" and similar expressions are intended to be among the statements that identify forward-looking statements. Although the Company believes that its expectations as reflected in any forward-looking statements, are reasonable, such statements involve risks and uncertainties and no assurance can be given that actual results will be consistent with these forward-looking statements. Except as required by law, the Company undertakes no obligation to update these forward-looking statements in the event that management's beliefs, estimates, opinions or other factors should change.
This press release does not constitute an offer to buy or sell securities in the United States. The distribution of Adyton securities in connection with the Offerings and Non-Brokered Offering described herein will not be registered under the United States Securities Act of 1933 (the "U.S. Securities Act") and Adyton securities 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 press release shall not constitute an offer to sell or the solicitation of an offer to buy Adyton securities, nor shall there be any offer or sale of Adyton securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.