VANCOUVER, BC, July 16, 2025 /CNW/ - Etruscus Resources Corp. (CSE: ETR) (OTC: ETRUF) (FSE: ERR) (the "Company" or "Etruscus") announces, subject to Canadian Securities Exchange ("CSE") approval, that it plans to raise up to $400,000 through a non-brokered private placement (the "Financing"), as the second and final tranche of its $1.25 million financing announced on February 25, 2025 and which closed the first tranche of $817,250 on March 24, 2025. Refer to news releases of those two days.
The Financing consists of a combination of flow-through and non flow-through units. Up to 4.0 million non-flow-through units at $0.10 per unit, or up to 3.33 million flow-through units at $0.12 per flow-through unit may be issued, or any combination thereof totalling up to $400,000. In the first tranche, the Company issued 2,432,500 non-flow-through units for proceeds of $243,250 and 4,783,333 flow-through units for proceeds of $574,000.
Proceeds from the flow-through unit subscriptions of both tranches will be used on qualifying expenditures for the Phase 1 drill program at the Zappa porphyry target, located on the Company's Rock & Roll Property in the prolific Golden Triangle in northwest B.C. (See News Release dated July 10, 2025). Proceeds from the non-flow-through unit subscriptions will be used for exploration at Rock & Roll and for general corporate purposes.
Each flow-through unit consists of one flow-through common share and one-half (1/2) of one non-flow-through, non-transferable share purchase warrant with each whole warrant exercisable into one additional common share at a price of $0.18 per share for a 2-year period.
Each non-flow-through unit consists of one common share and one-half (1/2) of a non-transferable share purchase warrant with each whole warrant exercisable into one additional common share at a price of $0.15 per share for a 2-year period.
All shares issued under the private placement will be subject to a hold period of four months and one day from the date of issuance. Finders' fees may be paid in accordance with securities regulations.
The flow-through shares will qualify as "flow-through shares" for the purposes of the Income Tax Act (Canada) (the "Act"). The proceeds of the flow-through private placement will be used to incur "Canadian exploration expense" (within the meaning of the Act). The Company will renounce these expenses to the purchasers with an effective date of no later than December 31, 2025, and as required under the Act, and, if applicable, as required under Provisional legislation.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
About Etruscus
Etruscus Resources Corp. is a Vancouver-based exploration company focused on the acquisition and development of precious metal mineral properties. The Company's flagship asset is the 100%-owned Rock & Roll Property comprising 29,344 ha near the past producing Snip mine in Northwest B.C.'s prolific Golden Triangle.
Etruscus is traded under the symbol "ETR" on the Canadian Securities Exchange, "ETRUF" on the OTC and "ERR" on the Frankfurt Stock Exchange. Etruscus has 60,586,194 common shares issued and outstanding.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
CAUTION REGARDING FORWARD-LOOKING STATEMENTS
This Press Release may contain statements which constitute 'forward-looking' statements, including statements regarding the plans, intentions, beliefs and current expectations of the Company, its directors, or its officers with respect to the future business activities and operating performance of the Company. The words "may", "would", "could", "will", "intend", "plan", "anticipate", "believe", "estimate", "expect" and similar expressions, as they relate to the Company, or its management, are intended to identify such forward-looking statements. Investors are cautioned that any such forward-looking statements are not guarantees of future business activities or performance and involve risks and uncertainties, and that the Company's future business activities may differ materially from those in the forward-looking statements as a result of various factors. Such risks, uncertainties and factors are described in the periodic filings with the Canadian securities regulatory authorities, including quarterly and annual Management's Discussion and Analysis, which may be viewed on SEDAR at www.sedar.com. Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although the Company has attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results not to be as intended, planned, anticipated, believed, estimated or expected. The Company does not intend, and does not assume any obligation, to update these forward-looking statements.
Neither the CSE Exchange nor its Regulation Services Provider (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.
