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Scout Discoveries Announces 14.9% Strategic Investment by Agnico Eagle and an Earn-In Agreement in Idaho; Electrum Increases to 30% Ownership in Combined US$25 Million Private Placement

Agnico Eagle’s equity stake and multi-stage earn-in options could fund up to US$90 million of Scout’s Idaho exploration over eight years.

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private placement

Scout Discoveries has arranged a US$25.0 million private placement led by Agnico Eagle Mines (AEM), which will acquire 9,846,274 shares at US$1.50 for 14.9% fully diluted ownership, alongside a US$10.2 million investment by The Electrum Group to lift its stake to 30%.

The financing has no warrants or fees and will fund exploration at Cuddy Mountain, Speed Goat and other projects. Scout will also issue 2,284,821 shares to acquire 100% of seven projects from Elemental Royalty subsidiaries, eliminating about US$4.5 million in future cash payments and US$8.4 million in work commitments. Upon closing, Agnico Eagle will gain an earn-in on the Elk City Project and an option on Muldoon, allowing it to earn up to 70% in each by funding up to US$60 million and US$30 million, respectively, over eight years. Scout will operate the programs, with approximately US$9.4 million in exploration budgeted through 2027.

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Positive

  • US$25.0 million private placement at US$1.50 per share with no warrants or fees
  • Agnico Eagle to acquire 14.9% fully diluted interest via US$14.8 million investment
  • Electrum Group investing US$10.2 million to increase ownership to 30%
  • Ownership transfers remove about US$4.5 million future cash payments and US$8.4 million work commitments
  • Elk City earn-in allows up to 70% interest for funding US$60 million over eight years
  • Muldoon option allows up to 70% interest for funding US$30 million over eight years

Negative

  • None.

News Explained

Agnico Eagle’s agreed share issuance remains conditional at closing; if completed, the new shares reduce existing holders’ percentage ownership.

The release puts Agnico Eagle’s investment in a mixed lifecycle state: it says the investment was completed under Rule 506(b), but also says closing remains subject to customary conditions and completion of the Muldoon ownership transfers.

Accordingly, Agnico Eagle’s stated 14.9% fully diluted stake is not yet presented as an unconditional closing; if the shares are issued, the added shares would increase the share count and reduce existing holders’ percentage ownership absent offsetting changes.

The transaction is a private placement, meaning securities are sold to selected investors outside a public offering; the issued securities are unregistered and cannot be offered or sold absent registration or an applicable exemption.

The status will be resolved by completion of the closing conditions and the Muldoon ownership-transfer deliverables identified in the release.

Market Context

2.97% was AEM's pre-headline 24-hour gain, so the supplied market record predates this Scout announc...
Analysis

2.97% was AEM's pre-headline 24-hour gain, so the supplied market record predates this Scout announcement; comparable AEM private placements produced mixed reactions, from -1.58% in Canada Nickel to +0.82% in Radisson.

Key Figures

Agnico Eagle investment: $14,769,411 Agnico Eagle ownership: 14.9% Issue price: $1.50 per share +5 more
Agnico Eagle investment
$14,769,411
Strategic equity investment in Scout
Agnico Eagle ownership
14.9%
Fully diluted ownership
Issue price
$1.50 per share
Agnico Eagle investment
Total private placement
$25,002,463.50
Agnico Eagle and Electrum investments; no warrants or fees
Electrum ownership
30%
Fully diluted ownership after investment
Elk City earn-in
70% interest
Earned through up to $60 million of exploration expenditures over eight years
Muldoon earn-in
70% interest
Earned through up to $30 million of exploration expenditures over eight years
Initial exploration programs
$9.4 million
Budgeted through the end of 2027

Historical Context

3 past events · Latest: Aug 24
3 events
  1. Aug 24

    Radisson private placement

    24h Move
    +0.8%

    Agnico agreed to invest C$57.2 million for a strategic Radisson ownership position.

  2. Jul 24

    Cadillac private placement

    24h Move
    +0.4%

    Agnico agreed to acquire 8,696,000 Cadillac shares through a private placement.

  3. Aug 28

    Canada Nickel investment

    24h Move
    -1.6%

    Agnico's subsidiary invested C$1.0 million through a Canada Nickel private placement.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

private placement, earn-in agreement, rule 506(b), regulation d, +1 more
5 terms
private placement financial
"comprising a total private placement of $25,002,463.50, with no warrants or fees"
A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.
earn-in agreement financial
"will execute a definitive earn-in agreement covering Scout's Erickson Ridge"
An earn-in agreement is a contract where one company gradually gains ownership in a project or business by meeting agreed milestones, usually through funding, completing work, or making payments. It matters to investors because it spreads risk and cost over time, like paying for a car in installments only if it runs as promised, and signals future ownership shifts and potential dilution or value creation for current shareholders.
rule 506(b) regulatory
"completed pursuant to Rule 506(b) of Regulation D promulgated by the SEC"
Rule 506(b) is a U.S. securities exemption that lets companies sell shares or debt privately without full public registration, provided sales are primarily to accredited investors, up to 35 non‑accredited but financially knowledgeable buyers, and there is no public advertising or solicitation. It matters to investors because offerings under 506(b) usually include less public disclosure than registered securities—like buying from a private seller rather than a retail store—so buyers must do more of their own fact‑checking and rely on their financial sophistication.
regulation d regulatory
"Rule 506(b) of Regulation D promulgated by the SEC under the Securities Act"
Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.
accredited investors regulatory
"solely to persons who qualify as accredited investors"
Accredited investors are individuals or entities considered to have enough financial knowledge and resources to understand and handle more complex and risky investments. They are often allowed to participate in private investment opportunities that are not available to the general public, similar to how experienced players might access exclusive clubs or events. This status helps ensure that investors can manage potential risks and rewards appropriately.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Key Takeaways

  • Agnico Eagle has agreed to invest $14.8 million in Scout for 14.9% ownership, with The Electrum Group agreeing to invest $10.2 million to increase its ownership to 30%, at $1.50 per share. Funds will support exploration at Cuddy Mountain, Speed Goat, and additional projects.
  • Agnico Eagle may earn up to 70% interest in Scout's Elk City and Muldoon projects by funding up to $60 million and $30 million, respectively, over eight years in exploration expenditures, with approximately $9.4 million budgeted through 2027.
  • Video summary link: Strategic Investment by Agnico Eagle and Electrum

Coeur d'Alene, Idaho--(Newsfile Corp. - September 18, 2026) - Scout Discoveries Corp. ("Scout" or the "Company") is pleased to announce that it has agreed to a $14,769,411 strategic equity investment (the "Investment") in Scout by Agnico Eagle Mines Limited (NYSE: AEM) (TSX: AEM) ("Agnico Eagle"), at $1.50 per share representing 9,846,274 shares for 14.9% fully diluted ownership of the Company. Concurrently, Scout's largest shareholder, The Electrum Group, has agreed to invest $10,233,052.50 at $1.50 per share for 6,822,035 shares to increase its fully diluted ownership in Scout from 27% to 30%, comprising a total private placement of $25,002,463.50, with no warrants or fees (the "Private Placement"). Closing of the Investment is subject to customary closing conditions as well as closing of the Ownership Transfers (as defined below) in respect of the Muldoon project. All dollar amounts herein are expressed in U.S. dollars.

Alongside the Private Placement, Scout entered into arrangements with Bronco Creek Exploration Inc. ("Bronco Creek") and Basin and Range Resources, LLC, each wholly-owned subsidiaries of Elemental Royalty Corp. Under those arrangements, Scout will acquire 100% ownership of the Speed Goat, Muldoon, Robber Gulch, Century, Moose Ridge, Independence, and Silverback projects (the "Ownership Transfers") upon completion of the applicable closing deliverables, including the issuance of 2,284,821 shares of Scout. Upon closing, the Ownership Transfers will eliminate approximately $4.5 million in future cash payments and $8.4 million in future work commitments across the seven projects. These were projects the Scout team generated while at Bronco Creek from 2018 to 2022, before Scout was spun out in 2023.

On closing of the Investment, Scout and Agnico Eagle will execute a definitive earn-in agreement covering Scout's Erickson Ridge and South Orogrande projects (collectively, the "Elk City Project") in Idaho (the "Elk City Earn-In") and Agnico Eagle will acquire an option to, among other things, enter into an earn-in agreement on Scout's Muldoon project in Idaho.

Under the Elk City Earn-In, Agnico Eagle may earn a 51% interest in the Elk City Project by funding $20 million of work at Elk City over a five-year period. Upon exercise of the option under the Elk City Earn-In, Scout and Agnico Eagle will enter into a joint venture agreement under which Agnico Eagle may earn an additional 19% interest, for a total 70% interest, by funding a further $40 million at Elk City over the following three years.

Agnico Eagle's option to enter into an earn-in agreement in respect of Scout's Muldoon project, if exercised, will entitle Agnico Eagle to enter into an agreement to earn into a 51% interest in the Muldoon project by funding $10 million of work at the Muldoon Project over a five-year period. Following completion of such funding, the Muldoon earn-in agreement will provide Agnico Eagle with the option to enter into a joint venture agreement with Scout under which Agnico Eagle may earn an additional 19% interest, for a total 70% interest, by funding a further $20 million at the Muldoon project over the following three years.

Scout will serve as the operator during the earn-in periods, with drilling performed by Scout's internal drilling division, Scout Drilling LLC. Initial exploration programs total approximately $9.4 million through the end of 2027.

"This is exactly what we set out to do when we began working in Idaho eight years ago," said Curtis L. Johnson, President & CEO of Scout. "We came here with the conviction that Idaho hosts district-scale mineral systems worthy of the attention of the world's leading mining companies, and we have spent those years assembling the land positions, the datasets, and the teams to prove it. Partnering with Agnico Eagle – one of the most respected gold producers in the world – at Elk City and Muldoon, and welcoming them as a 14.9% shareholder, is the strongest endorsement yet of that work. It also builds on the foundation laid with our earlier partners, and we are grateful to Electrum, the Bronco Creek team at Elemental Royalty Corp., and the shareholders who have backed this vision from the beginning. With programs funded and our drills turning, we're just getting started."

The Investment was completed pursuant to Rule 506(b) of Regulation D promulgated by the SEC under the Securities Act of 1933, as amended (the "Securities Act"), solely to persons who qualify as accredited investors and in accordance with applicable securities laws.

The securities issued pursuant to the Investment have not been and will not be registered under the Securities Act or the securities laws of any state of the United States and may not be offered or sold absent such registration or an applicable exemption from such registration requirements. The securities referenced herein have not been approved or disapproved by any regulatory authority.

This release is issued for informational purposes pursuant to Rule 135c of the Securities Act and shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

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About Scout
Scout Discoveries Corp., headquartered in Coeur d'Alene, Idaho, is a private U.S. mineral exploration and drilling company with a large portfolio of precious and base metals projects in the western United States. Scout is focused on rapidly advancing its project portfolio through discovery with internal drill rigs and experienced technical teams, while also building a sustainable drilling and exploration services business to allow for a long-term exploration approach.

More information on Scout Discoveries Corp. can be found at: www.scoutdiscoveries.com

Contact Information:
Curtis L. Johnson, President & CEO
Email: info@scoutdiscoveries.com
Phone: +1 (208) 551-3878

Forward-Looking Statements:
Certain statements in this news release are forward-looking and involve a number of risks and uncertainties. Such forward-looking statements are within the meaning of that term in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are not comprised of historical facts. Forward-looking statements include estimates and statements that describe the Company's future plans, objectives or goals, including words to the effect that the Company or management expects a stated condition or result to occur. Forward-looking statements may be identified by such terms as "believes", "anticipates", "expects", "estimates", "may", "could", "would", "will", or "plan". Since forward-looking statements are based on assumptions and address future events and conditions, by their very nature they involve inherent risks and uncertainties. Although these statements are based on information currently available to the Company, the Company provides no assurance that actual results will meet management's expectations. Risks, uncertainties and other factors involved with forward-looking information could cause actual events, results, performance, prospects and opportunities to differ materially from those expressed or implied by such forward-looking information. Factors that could cause actual results to differ materially from such forward-looking information include, but are not limited to those risks set out in the Company's public documents. Although the Company believes that the assumptions and factors used in preparing the forward-looking information in this news release are reasonable, undue reliance should not be placed on such information, which only applies as of the date of this news release, and no assurance can be given that such events will occur in the disclosed time frames or at all. The Company disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, other than as required by law. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/314744

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How is the US$25.0 million private placement between Agnico Eagle and The Electrum Group structured?

Agnico Eagle will invest US$14,769,411 at US$1.50 per share for 9,846,274 shares and 14.9% fully diluted ownership. The Electrum Group will invest US$10,233,052.50 at the same price for 6,822,035 shares, increasing its fully diluted ownership from 27% to 30%. The combined private placement totals US$25,002,463.50, with no warrants or fees.

What projects are included in the ownership transfers from Elemental Royalty subsidiaries to Scout?

Scout will acquire 100% ownership of the Speed Goat, Muldoon, Robber Gulch, Century, Moose Ridge, Independence and Silverback projects from Bronco Creek Exploration and Basin and Range Resources, both wholly owned by Elemental Royalty. In exchange, Scout will issue 2,284,821 shares, and the transfers are expected to eliminate about US$4.5 million in future cash payments and US$8.4 million in future work commitments across these seven projects.

What are the detailed earn-in terms for Agnico Eagle on the Elk City Project?

Under the Elk City earn-in, Agnico Eagle may earn a 51% interest in Scout’s Erickson Ridge and South Orogrande (collectively the Elk City Project) by funding US$20 million of work over five years. After exercising this option, a joint venture agreement would allow Agnico Eagle to earn an additional 19% interest, for a total 70%, by funding a further US$40 million at Elk City over the following three years.

What are the potential earn-in terms for Agnico Eagle on Scout’s Muldoon project?

If Agnico Eagle exercises its option to enter into an earn-in agreement on the Muldoon project, it may earn a 51% interest by funding US$10 million of work over five years. After that, a joint venture agreement would give Agnico Eagle the option to earn an additional 19% interest, reaching 70%, by funding a further US$20 million at Muldoon over the next three years.

Who will operate the exploration programs under the earn-in arrangements and what is the near-term budget?

Scout will serve as operator during the earn-in periods, with drilling conducted by its internal drilling division, Scout Drilling LLC. Initial exploration programs under these arrangements total approximately US$9.4 million through the end of 2027.

Under what securities law exemptions is the private placement being completed, and who can participate?

The investment was completed under Rule 506(b) of Regulation D of the U.S. Securities Act of 1933, as amended, and was offered solely to persons who qualify as accredited investors, in accordance with applicable securities laws. The securities have not been and will not be registered and may not be offered or sold without registration or an applicable exemption.

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