TORONTO, Oct. 14, 2025 (GLOBE NEWSWIRE) — Avalon Advanced Materials Inc. (TSX: AVL; OTCQB: AVLNF) (“Avalon” or the “Company”) is pleased to announce that it has entered into an agreement with Canaccord Genuity Corp. (“Canaccord”) as lead agent and sole bookrunner on behalf of itself and a syndicate of agents (collectively, the “Agents”) in connection with a brokered private placement pursuant to the Listed Issuer Financing Exemption of: (i) up to 154,545,455 Company Units (each a “Non-FT Unit”) at $0.11 U.S. per unit (the “Ex-FT Offering”) for gross proceeds of up to approximately $17,000,000 (the “Ex-FT Offering”); and (ii) up to 30,769,231 pass-through Units of the Company (each a “FT Unit” and, together with the Non-FT Units, the “Units”) at a price of $0.13 per Unit for gross proceeds of up to approximately $4,000,000 (the “FT Offering” and, together with the Non-FT Units, the “Offering”).
The Company has granted the Agents the option to sell up to an additional 27,272,727 non-FT Units at the non-FT offer price to receive additional gross proceeds of up to approximately $3,000,000 (the “Agents Option”). The Agents' Option may be exercised in whole or in part at any time, but not later than 48 hours prior to the closing of the Offering (the “Closing Date”).
This financing supports Avalon's strategy to develop its rare earth and lithium assets and plays a significant role in strengthening the foundation of a sustainable supply chain for critical minerals in North America.
Terms of offer
Each Non-FT Unit shall consist of (i) one common share of the Company (each a “Common Share”) and (ii) one warrant to purchase a common share of the Company (each a “Warrant”). Each FT Unit will consist of (i) one Common Share, each of which will qualify as a “flowing share” within the meaning of subsection 66(15) of the Income Tax Act (Canada) (the “Tax Act”), and (ii) one warrant. Each Warrant entitles the holder to purchase one Common Share (each, a “Warrant Share”) at an exercise price of $0.17 per Warrant Share for a period of 36 months from the Closing Date (as defined herein).
Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106 – Prospectus Exemption (“NI 45-106”), Units will be offered for sale to purchasers located in Canada and/or other relevant jurisdictions pursuant to the listed issuer's financing exemption under Part 5A of NI 45-106 (“Financing Exemption”) listed issuer”). Because the Offering is being completed pursuant to the Listed Issuer Financing Exemption, the securities issued pursuant to the Offering will not be subject to a hold period under applicable Canadian securities laws. There is an offering document associated with the Offering which can be accessed through the Company's issuer profile on SEDAR+ at www.sedarplus.ca and on the Company's website at avalonadvancedmaterials.com/. Prospective investors should read the offering document before making an investment decision.
Any securities issued pursuant to other exceptions to prospectus requirements will be subject to a statutory hold period of four months and one day after issue as required by applicable securities laws.
Use of proceeds
The net proceeds from the Offering are expected to be used to finance:
- Preparing an updated feasibility study for the Nechalacho Rare Earths & Zirconium Project to enhance project readiness and support ongoing strategic partnership discussions;
- Preparing a feasibility study for the proposed construction of a lithium plant in Thunder Bay to accelerate project readiness and support ongoing strategic partnership discussions;
- Redemption of outstanding convertible notes;
- Eligible “Canadian exploration expenditures” that would qualify as “mineral production expenditures” within the meaning of the Income Tax Act; And
- Working capital and general corporate purposes.
As compensation for services provided to the Company in connection with the Offering, Agents will be entitled to receive a cash commission equal to 6.0% of the gross proceeds received in the Offering and such number of brokerage warrants (“Broker Warrants”) equal to 6.0% of the number of Units sold in the Offering. Each Brokerage Warrant entitles the holder thereof to purchase one share of the Company's common stock (a “Brokerage Warrant Share”) at a price of $0.11 per Brokerage Warrant Share for a period of 36 months after the Closing Date.
The Offering is expected to close on or about October 24, 2025 and is subject to certain customary conditions, including the receipt of all necessary regulatory approvals, including final acceptance by the Toronto Stock Exchange.
This press release does not constitute an offer of securities for sale 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”) and may not be offered or sold in the United States or to U.S. persons (as defined in Regulation S under the U.S. Securities Act) absent registration or an applicable exemption from registration.
About Avalon Advanced Materials Inc.
Avalon Advanced Materials Inc. is a Canadian mining company dedicated to providing materials essential to Canada's future. The company is focused on developing strategic assets that support secure domestic supply chains and long-term economic growth. Avalon is focused on vertically integrating Ontario's lithium supply chain through the development of Lake Superior Lithium Inc., Ontario's first lithium hydroxide processing facility located in Thunder Bay. This facility will serve as a vital link between northern Ontario's lithium resources and the growing electric vehicle battery manufacturing base in southern Ontario and North America. Through a joint venture with SCR-Sibelco, NV Avalon is advancing the Separation Rapids lithium project near Kenora, Ontario, as well as continuing exploration at its Snowbank and Lilypad lithium-cesium deposits. The company is also advancing the Nechalacho rare earths and zirconium project in the Northwest Territories. This deposit contains all light and heavy rare earth elements, as well as yttrium, zirconium, tantalum and niobium – critical minerals used in advanced technologies in the communications, defense, clean technology and energy sectors.
For more information about Avalon Advanced Materials Inc. visit www.avalonadvancedmaterials.com and send an email. [email protected]or call 416-364-4938.
Cautionary Statement Regarding Forward-Looking Information
This press release contains “forward-looking information” within the meaning of applicable Canadian securities laws. Generally, forward-looking information can be identified by forward-looking terminology such as “add” or “additional”, “advance”, “expects” or “does not anticipate”, “emerging”, “believes”, “may”, “conceptual”, “confidence”, “continue”, “convert” or “transform”, “deliver”, “demonstrate”, “estimate”, “encourage”, “expand” or “expand” or “expand”, “expect” or “expectations”, “forecasts”, “forward”, “goal”, “improve”, “increase”, “intends”, “justification”, “plans”, “potential” or “potentially”, “promises”, “promising”, “prioritise”, “reflects”, “robust”, “scheduled”, “suggesting,” “supporting,” “top level,” “update,” “plus,” “will,” or “consider,” “work toward,” or variations of such words and phrases, or state that certain actions, events, or results “may,” “could,” “will,” “could,” or “will be undertaken,” “occur,” or “be achieved.” Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the Company's actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking information, including those risk factors discussed or referred to in the Company's Annual Information Form dated November 28, 2024 (“AIF”) under the heading “Description” business – Risk factors”. Forward-looking information is based on management's reasonable assumptions, estimates, analyzes and opinions made in light of its experience and perception of trends, current conditions and expected events and other factors that management believes are appropriate and reasonable in the circumstances on the date such statements are made, but which may prove to be incorrect. Although the Company believes that the assumptions and expectations reflected in such forward-looking information are reasonable, undue reliance should not be placed on forward-looking information as the Company can give no assurance that such expectations will prove to be correct. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as expected, estimated or intended. There can be no assurance that such information will prove to be accurate as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward-looking information. The Company does not undertake to update any forward-looking information except as required by applicable securities laws.
