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Mogotes Metals Provides Additional Update on Exercise of Rights

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Mogotes Metals (OTCQB: MOGMF) updated the terms of the planned share issuance tied to CD Capital Fund IV L.P.’s exercise of its subscription right and related pre-emptive rights agreements. The company now intends to issue up to 39,186,369 common shares at $0.49 per share.

This represents an increase from 38,558,817 shares, for total gross proceeds of up to $19,201,320.81. The issuance is designed to allow CD Capital to raise its ownership to 19.9% on a partially diluted basis. The new shares will be subject to a four‑month‑plus‑one‑day hold period and applicable resale rules. Closing remains conditional on required regulatory and other approvals, including TSX Venture Exchange approval.

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Positive

  • Up to 39,186,369 new shares at $0.49, raising as much as $19,201,320.81
  • CD Capital ownership targeted to increase to 19.9% on a partially diluted basis

Negative

  • Issuance of up to 39,186,369 new shares implies shareholder dilution
  • Transaction closing is subject to regulatory and TSX Venture Exchange approvals

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Toronto, Ontario--(Newsfile Corp. - August 12, 2026) - Mogotes Metals Inc. (TSXV: MOG) (FSE: OY4) (OTCQB: MOGMF) ("Mogotes", or the "Company") announces that, further to its press releases of July 14, 2026 and July 21, 2026, in connection with the exercise by CD Capital Fund IV L.P. ("CD Capital") of its right to subscribe for common shares in the capital of the Company (each, a "Common Share") to increase its ownership interest to 19.9% on a partially diluted basis and pursuant to pre-emptive rights agreements with various shareholders, the Company intends to increase the number of Common Shares at a price of $0.49 per Common Share to be issued to CD Capital and such shareholders from 38,558,817 Common Shares to up to 39,186,369 for total proceeds to the Company of up to $19,201,320.81.

The Common Shares to be issued will be subject to a hold period of four months plus a day from the date of issuance and the resale rules of applicable securities legislation. Closing is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory and other approvals, including the approval of the TSX Venture Exchange.

For further information, please contact:

Mogotes Metals Inc.
Allen Sabet, President and Chief Executive Officer
Phone: (647) 846-3313
Email: info@mogotesmetals.com

Cautionary Note Regarding Forward-Looking Statements:

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.

This news release contains certain "forward-looking information" within the meaning of applicable securities laws. Forward looking information is frequently characterized by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate", "may", "will", "would", "potential", "proposed" and other similar words, or statements that certain events or conditions "may" or "will" occur. These statements are only predictions. Forward-looking information is based on the opinions and estimates of management at the date the information is provided, and is subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking information. For a description of the risks and uncertainties facing the Company and its business and affairs, readers should refer to the Company's Management's Discussion and Analysis. The Company undertakes no obligation to update forward-looking information if circumstances or management's estimates or opinions should change, unless required by law. The reader is cautioned not to place undue reliance on forward-looking information.

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To view the source version of this press release, please visit https://www.newsfilecorp.com/release/309322

FAQ

What did Mogotes Metals (MOGMF) announce on August 12, 2026 about the exercise of rights?

Mogotes Metals announced an increase in the maximum common shares to be issued under CD Capital’s rights exercise and related pre-emptive rights agreements, now up to 39,186,369 shares. According to Mogotes Metals, this supports CD Capital reaching a 19.9% ownership level on a partially diluted basis.

How many Mogotes Metals (MOGMF) shares will be issued and what proceeds are expected?

Mogotes Metals intends to issue up to 39,186,369 common shares at $0.49 per share, for potential gross proceeds of up to $19,201,320.81. According to Mogotes Metals, this is an increase from the previously planned 38,558,817 shares under the same arrangements.

What subscription price did Mogotes Metals (MOGMF) set for the new common shares?

The subscription price for the new Mogotes Metals common shares is set at $0.49 per share. According to Mogotes Metals, this price applies to up to 39,186,369 shares to be issued to CD Capital and certain shareholders under pre-emptive rights agreements.

How will CD Capital’s ownership in Mogotes Metals (MOGMF) change after the share issuance?

CD Capital’s ownership is intended to increase to 19.9% on a partially diluted basis following the share issuance. According to Mogotes Metals, this change results from CD Capital exercising its right to subscribe for common shares alongside pre-emptive rights exercised by various shareholders.

What lock-up or hold period applies to the new Mogotes Metals (MOGMF) shares?

The new Mogotes Metals common shares will be subject to a hold period of four months plus one day from their issuance date. According to Mogotes Metals, these shares will also be governed by the resale rules of applicable securities legislation in relevant jurisdictions.

What conditions must be met before Mogotes Metals (MOGMF) closes the updated share issuance?

Closing of the updated share issuance remains conditional on certain requirements, including all necessary regulatory and other approvals. According to Mogotes Metals, this specifically includes approval from the TSX Venture Exchange before the transaction can be completed.