Zeus North America Mining Corp. Announces Repricing of Private Placement

Rhea-AI Summary

Zeus North America Mining Corp (OTCQB: ZUUZF) proposes a repriced non‑brokered private placement to raise up to $2,000,000 by issuing up to 20,000,000 Units at $0.10 per Unit. Each Unit includes one common share and one‑half warrant (exercise $0.15, two‑year term).

Proceeds will fund exploration on Idaho and Nevada copper‑silver projects, including the flagship Cuddy Mountain. Completion and a planned 2‑for‑1 share consolidation (resulting in ~43,726,249 post‑consolidation shares) are subject to regulatory approvals.

Positive

• Up to $2,000,000 capital raise via private placement
• Proceeds earmarked for Idaho and Nevada exploration including Cuddy Mountain
• Post‑Consolidation shares expected at ~43,726,249

Negative

• Potential dilution: up to 20,000,000 new shares (~18.6% before warrants)
• Up to 10,000,000 warrants could add shares at $0.15 within two years
• All actions subject to regulatory/exchange approval; completion not guaranteed

VANCOUVER, BC / ACCESS Newswire / February 11, 2026 / ZEUS NORTH AMERICA MINING CORP. (CSE:ZEUS)(OTCQB:ZUUZF)(FRANKFURT:O92) (THE "COMPANY" OR "ZEUS") is pleased to announce that further to the Company's news release dated June 20, 2025, the Company is repricing its proposed non-brokered private placement (the "Placement"). Pursuant to the amended pricing, the Company proposes to raise up to $2,000,000 through the sale of up to 20,000,000 units (each a "Unit") at a price of $0.10 per Unit.

Each Unit will comprise one common share and one-half of one common share purchase warrant (each whole common share purchase warrant, a "Warrant"). Each Warrant will entitle the holder to acquire an additional common share at a price of $0.15 per share for a period of two years.

Finder's fees may be payable on all or any portion of the Placement, which is subject to regulatory and exchange approval.

The proceeds of the Placement will be utilized for exploration programs on the Company's Idaho and Nevada copper and silver projects, including its flagship Cuddy Mountain Project, and for general working capital purposes.

Completion of the Placement is subject to certain conditions including the receipt of all necessary approvals and the acceptance by the Canadian Securities Exchange. All securities issued in connection with the Placement will be subject to restrictions on resale for a period of four-months-and-one-day in accordance with applicable securities laws.

Share Consolidation

Following the closing of the Placement, the Company intends to consolidate (the "Consolidation") its issued and outstanding common share capital at a ratio of 2 pre-Consolidation shares to 1 post-Consolidation share.

Prior to the Consolidation, and assuming completion of the Placement, the Company is expected to have 87,452,498 shares issued and outstanding. Following the Consolidation, the Company will have approximately 43,726,249 shares issued and outstanding.

No fractional shares will be issued under the Consolidation. The holdings of any shareholder who would otherwise be entitled to receive a fractional share as a result of the Consolidation shall be rounded to the nearest whole number and no cash consideration will be paid in respect of fractional shares. The Consolidation will not affect any shareholder's percentage ownership in the Company other than by the minimal effect of the aforementioned elimination of fractional shares, even though such ownership will be represented by a smaller number of shares. Instead, the Consolidation will reduce proportionately the number of shares held by all shareholders.

The Company will provide further information regarding the effective date of the Consolidation as it becomes available. Completion of the Placement is not conditional upon completion of the Consolidation, and there can be no guarantee that the Consolidation will proceed. Completion of the Consolidation remains subject to regulatory approval.

This news release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended (the "1933 Act") or under any U.S. state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the 1933 Act, as amended, and applicable state securities laws.

On behalf of the board of directors.

"Dean Besserer"

President and CEO

For more information, please contact the Company at info@zeusminingcorp.com

About Zeus North America Mining Corp.

The Company is in the business of mineral exploration. The Company is focused on its exploration properties in the state of Idaho known as the: Cuddy Mountain; Selway; and Great Western properties, respectively. The Idaho properties consist of 101 (Cuddy Mountain), 57 (Selway) and 38 (Great Western) lode mining claims respectively and cover a cumulative area of approximately 4,200 acres. The Company's flagship Cuddy Mountain Property is adjacent to Hercules Metal Corp's Leviathan Copper Porphyry discovery.

Forward Looking Statements

When used in this news release, the words "estimate", "project", "belief", "anticipate", "intend", "expect", "plan", "predict", "may" or "should" and the negative of these words or such variations thereon or comparable terminology are intended to identify forward-looking statements and information. Although the Company believes, in light of the experience of their respective officers and directors, current conditions and expected future developments and other factors that have been considered appropriate, that the expectations reflected in the forward-looking statements and information in this news release are reasonable, undue reliance should not be placed on them because the parties can give no assurance that such statements will prove to be correct. The forward-looking statements and information in this news release include, amongst others, statements regarding completion of the Placement, the use of the net proceeds of the Placement, and completion of the Consolidation. Such statements and information reflect the current view of the Company. There are risks and uncertainties that may cause actual results to differ materially from those contemplated in those forward-looking statements and information.

By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements or implied by such forward-looking statements. There are a number of important factors that could cause the Company's actual results to differ materially from those indicated or implied by forward-looking statements and information. Such factors include, among others: currency fluctuations; limited business history of the parties; disruptions or changes in the credit or security markets; results of operation activities and development of projects; project cost overruns or unanticipated costs and expenses; and general development, market and industry conditions.

The Company undertakes no obligation to comment on analyses, expectations or statements made by third parties in respect of its securities or its financial or operating results (as applicable). The Company cautions that the foregoing list of material factors is not exhaustive. When relying on the Company's forward-looking statements and information to make decisions, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. The Company has assumed that the material factors referred to in the previous paragraph will not cause such forward-looking statements and information to differ materially from actual results or events. However, the list of these factors is not exhaustive and is subject to change and there can be no assurance that such assumptions will reflect the actual outcome of such items or factors.

The forward-looking information contained in this news release represents the expectations of the Company as of the date of this news release and, accordingly, are subject to change after such date. The Company does not undertake to update this information at any particular time except as required in accordance with applicable laws.

The Canadian Securities Exchange does not accept responsibility for the adequacy or accuracy of this news release.

SOURCE: Zeus North America Mining Corp.

View the original press release on ACCESS Newswire

FAQ

What are the terms of Zeus North America Mining Corp's repriced private placement (ZUUZF) announced February 12, 2026?

The Placement offers up to 20,000,000 Units at $0.10 each, raising up to $2,000,000. According to the company, each Unit includes one common share and one‑half warrant exercisable at $0.15 for two years, subject to regulatory approval.

How will the proceeds from the ZUUZF private placement be used and which projects are prioritized?

Proceeds will fund exploration programs on Idaho and Nevada copper‑silver projects, prioritizing the Cuddy Mountain flagship. According to the company, remaining funds will support general working capital and ongoing exploration activities.

What dilution should shareholders expect if Zeus completes the full private placement (ZUUZF)?

Issuing 20,000,000 Units at $0.10 would materially increase shares outstanding by roughly 18.6% before warrants. According to the company, additional dilution could occur if up to 10,000,000 warrants are exercised at $0.15.

What is the planned share consolidation for Zeus and how will it change the share count (ZUUZF)?

The company intends a 2‑for‑1 consolidation after the Placement, reducing shares from ~87,452,498 to approximately 43,726,249. According to the company, fractional shares will be rounded and no cash paid for fractions.

Are there resale restrictions or conditions attached to securities issued in the Zeus private placement (ZUUZF)?

All securities issued will be subject to a four‑months‑and‑one‑day resale restriction under applicable securities laws. According to the company, completion remains conditional on regulatory and exchange approvals.

Is the Zeus (ZUUZF) private placement and consolidation guaranteed to proceed after February 12, 2026?

No—completion of the Placement and the Consolidation are subject to regulatory and exchange approvals and are not guaranteed. According to the company, the Placement does not depend on the Consolidation proceeding.