Not for distribution to United States newswire services or for release publication, distribution or dissemination directly, or indirectly, in whole or in part, in or into the United States. None of the securities sold in connection with the private placement will be registered under the United States Securities Act of 1933, as amended, and no such securities may be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. 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.
Vancouver, B.C. – September 11, 2025 – Adelayde Exploration Inc. (the “Company” or “Adelayde”) (ADDY:CSE) (SPMTF:OTCID) (A41AGV:WKN) wishes to announce that a private placement to fund its planned gold drill program in Esmeralda County, Nevada will also include the Investment Dealer Exemption.
James Nelson, President of Adelayde commented, “With gold prices reaching record highs and fewer than 29 million shares currently outstanding, we believe this is an ideal time to launch a drill program on our gold project in Esmeralda County, Nevada. Nevada continues to rank among the world’s top jurisdictions for gold and silver mining, making it a strategic location for exploration.
The funds from this financing will significantly strengthen our working capital position, providing us with greater flexibility to allocate resources efficiently across our portfolio and to ramp up our marketing efforts. Beyond Nevada, we also expect to be active on our Tungsten project in New Brunswick, which directly borders Northcliff Resources Ltd, a company that recently (August 7, 2025) secured approximately $29 million in combined funding from the U.S. Department of Defense and the Canadian government to advance their project. Additionally, we are advancing our Perron-East Gold Project in Quebec, located in close proximity to Amex Exploration’s deposit, which was recently updated to reflect significantly enhanced economics, including a post-tax IRR of 70.1% and a post-tax NPV of C$1.085 billion at US$2,500/oz gold (September 4, 2025). With Adelayde’s market capitalization currently under $2 million, any exploration success, whether in Nevada, New Brunswick, or Quebec has the potential to deliver a meaningful re-rating of our valuation.”
In addition to other prospectus exemptions commonly relied on in private placements, the Company will also make the private placement available to certain subscribers pursuant to BC Instrument 45-536 – Exemption from Prospectus Requirement for Certain Distributions Through an Investment Dealer (the “Investment Dealer Exemption”). In accordance with the requirements of the Investment Dealer Exemption, the Company confirms that there is no material fact or material change about the Company that has not been generally disclosed.
The Company announces a private placement financing (the “Financing”) to raise gross proceeds up to one million dollars through an issuance of up to twenty million units (each, a “Unit”) at a price of $0.05 per Unit. Each Unit will be comprised of one common share in the capital of the Company (each, a “Share”) and one transferrable share purchase warrant (each, a “Warrant”). Each Warrant will entitle the holder thereof to acquire one additional Share (each, a “Warrant Share”) at a price of $0.075 per Warrant Share until 5:00 p.m. (Vancouver time) five years from the closing of the Financing. All securities issued in connection with the Financing are subject to a statutory hold period expiring four months and one day after the closing of the Financing. Net proceeds will be used towards the Company’s general working capital. Finder’s fees may be paid to eligible finders in connection with the Financing.
Any questions regarding this placement please contact President James Nelson directly at 1-604-646-6903 or [email protected].
Qualified person for mining disclosure:
The technical contents of this release were reviewed and approved by Frank Bain, PGeo, a director of the company and qualified person as defined by National Instrument 43-101.
About Adelayde Exploration Inc.
Adelayde’s projects include three lithium projects in Clayton Valley, Nevada: the 1,136-acre McGee lithium clay deposit, which has a resource estimate of 1,369,000 indicated tonnes and 723,000 inferred tonnes of lithium carbonate equivalent (LCE) for a total of 2,092,000 tonnes of LCE, directly bordering Pure Energy Minerals and Century Lithium Corp.; the 280-acre Elon lithium brine project, which has access to some of the deepest parts of the only lithium brine basin in production in North America; and the 124-acre Green Clay lithium project. The company also holds the 248-acre Clayton Ridge gold project in Esmeralda County, Nevada; the 4,722-acre George Lake South antimony project and the 4,890-acre Sisson North tungsten project, both located in New Brunswick.
Adelayde Exploration Inc.
“James Nelson”
James Nelson
President, Chief Executive Officer and Director
For more information regarding this news release, please contact:
|
Adelayde Exploration Inc. James Nelson, President, CEO and Director |
The CSE has neither approved nor disapproved of the contents of this press release.
Forward Looking Statements
Certain information in this news release may contain forward-looking statements that involve substantial known and unknown risks and uncertainties. Forward-looking statements are often identified by terms such as “will”, “may”, “should”, “anticipate”, “expects” and similar expressions. All statements other than statements of historical fact included in this news release are forward-looking statements that involve risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. The reader is cautioned that assumptions used in the preparation of any forward-looking information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of Adelayde. The reader is cautioned not to place undue reliance on any forward-looking information. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. The forward-looking statements contained in this news release are made as of the date of this news release and Adelayde disclaims any intention or obligation to update or revise such information, except as required by applicable law.
Not for distribution to United States newswire services or for release publication, distribution or dissemination directly, or indirectly, in whole or in part, in or into the United States. None of the securities sold in connection with the private placement will be registered under the United States Securities Act of 1933, as amended, and no such securities may be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. 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.