Peruvian Metals Closes Private Placement

Rhea-AI Summary

Peruvian Metals (OTC: DUVNF) closed a non-brokered private placement on February 25, 2026, issuing 10,000,000 Units at $0.10 for gross proceeds of $1,000,000. Each Unit includes one common share and one-half warrant; warrants exercisable at $0.15 for one year.

The company paid $39,690 in finders fees and issued 396,900 finders warrants. Insiders subscribed for 1,205,000 Units ($120,500). Securities are subject to resale restrictions until June 26, 2026. Net proceeds will fund exploration and working capital. Closing remains subject to TSX Venture Exchange approvals.

Positive

• Gross proceeds of $1,000,000 raised from the Offering
• Issued 10,000,000 Units at $0.10 per Unit
• Insiders subscribed for 1,205,000 Units ($120,500), showing insider participation

Negative

• Potential dilution from 5,000,000 Warrants exercisable at $0.15 for one year
• Additional 396,900 finders warrants issued with same terms
• Securities subject to resale restrictions until June 26, 2026

Edmonton, Alberta--(Newsfile Corp. - February 25, 2026) - Peruvian Metals Corp (TSXV: PER) ("Peruvian Metals" or the "Company") is pleased to announce the closing of its non-brokered private placement (the "Offering") previously announced on January 29, 2026. Pursuant to the Offering, the Company issued an aggregate of 10,000,000 units ("Units") at an issue price of $0.10 per Unit, for aggregate gross proceeds of $1,000,000. Each Unit consists of one (1) common share of the Company, and one-half (1/2) non-transferable share purchase warrant (the "Warrants") of the Company. Each Warrant will be exercisable to acquire one (1) additional common share for one year from the closing date of the Offering at a price of $0.15 per share.

In connection with the Offering, the Company paid finders fees of an aggregate of $39,690 in cash and issued an aggregate of 396,900 finders warrants (the "Finders Warrants") of the Company to certain arm's length finders. The Finders Warrants were issued with the same terms of the Warrants. All the securities issued will be subject to resale restrictions until June 26, 2026. The net proceeds of the Offering will be used to advance its exploration strategy and for general working capital requirements. The completion of the Offering, including all issuances of Units, remains subject to certain regulatory approvals, including the approval of the TSX Venture Exchange.

Insiders of the Company have subscribed for and acquired an aggregate of 1,205,000 Units in the Financing ($120,500), which 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") and Policy 5.9 - Protection of Minority Security Holders in Special Transactions of the TSX Venture Exchange (which incorporates the requirements of MI 61-101). However, such participation is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 pursuant to sections 5.5(a) and 5.7(1)(a) of MI 61-101, respectively, as neither the fair market value of the Shares acquired by the insiders of the Company, nor the consideration for the Shares paid by such insiders, exceed 25% of the Company's market capitalization for the purposes of MI 61-101.

About Peruvian Metals Corp.

Peruvian Metals Corp. is a Canadian exploration and mineral processing company. Our business model is to acquire and develop precious and base metal properties in Peru and to provide clients with toll milling services and produce high-grade marketable concentrates from mineral purchases. The Aguila Norte processing plant has an environmental permit ("IGAC") from the Peruvian government which provides the Company with the ability to expand operations past the current 100 tonnes per day level.

ON BEHALF OF PERUVIAN METALS
CORP.
(Signed) Jeffrey Reeder

For additional information, contact:
Jeffrey Reeder, C.E.O.
Telephone: (647) 302-3290
Email: jeffrey.reeder@peruvianmetals.com

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Disclosure Regarding Forward-Looking Statements: This press release contains certain "Forward-Looking Statements" within the meaning of applicable securities legislation. We use words such as "might", "will", "should", "anticipate", "plan", "expect", "believe", "estimate", "forecast" and similar terminology to identify forward-looking statements and forward-looking information. Such statements and information are based on assumptions, estimates, opinions, and analysis made by management in light of its experience, current conditions and its expectations of future developments as well as other factors which it believes to be reasonable and relevant. Forward-looking statements and information involve known and unknown risks, uncertainties and other factors that may cause our actual results to differ materially from those expressed or implied in the forward-looking statements and information and accordingly, readers should not place undue reliance on such statements and information. Risks and uncertainties are more fully described in our annual and quarterly Management's Discussion and Analysis and in other filings made by us with Canadian securities regulatory authorities and available at www.sedarplus.ca. While the Company believes that the expectations expressed by such forward-looking statements and forward-looking information and the assumptions, estimates, opinions, and analysis underlying such expectations are reasonable, there can be no assurance that they will prove to be correct. In evaluating forward-looking statements and information, readers should carefully consider the various factors which could cause actual results or events to differ materially from those expressed or implied in the forward-looking statements and forward-looking information.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/285233

FAQ

What did Peruvian Metals (DUVNF) announce about its February 25, 2026 private placement?

Peruvian Metals closed a non-brokered private placement raising $1,000,000. According to the company, it issued 10,000,000 Units at $0.10 each, with each Unit including one share and one-half warrant exercisable at $0.15 for one year.

How many warrants were created in the Peruvian Metals (DUVNF) offering and what are their terms?

The Offering created 5,000,000 company warrants from Units plus 396,900 finders warrants. According to the company, each warrant is exercisable for one share at $0.15 for one year from closing.

What is the insider participation in Peruvian Metals' (DUVNF) February 2026 financing?

Insiders subscribed for 1,205,000 Units totaling $120,500. According to the company, this participation is a related party transaction but is exempt from MI 61-101 valuation and minority approval requirements.

How will Peruvian Metals (DUVNF) use the net proceeds from the $1,000,000 private placement?

The net proceeds will be used to advance the company's exploration strategy and for general working capital. According to the company, funds are allocated to exploration activities and day-to-day operational needs.

When can purchasers resell the securities issued in Peruvian Metals' (DUVNF) Offering?

Securities issued in the Offering are subject to resale restrictions until June 26, 2026. According to the company, purchasers must wait until that date before freely reselling the issued securities.