Maxim Group LLC is acting as sole book-running manager for the Offering.
The Supplement was filed with the securities regulatory authorities in each of the provinces and territories of Canada, except Nova Scotia. The Supplement and accompanying Base Prospectus were also filed with the US Securities and Exchange Commission (the SEC) as part of the Company’s registration statement on Form F-10, as it may be amended from time to time (the Registration Statement), in accordance with the Multijurisdictional Disclosure System established between Canada and the United States.
The Company intends to use the net proceeds of the Offering to advance the Company’s applications for subsea mineral exploration rights in the Clarion-Clipperton Fracture Zone under the Deep Seabed Hard Mineral Resources Act of 1980 (United States) regime and in the Cook Islands Exclusive Economic Zones, pre-offshore technical, environmental and contractor readiness workstreams, US listing and public company compliance costs, and general working capital. The net proceeds of the Offering will not be sufficient to fund any offshore work program.
The Company also expects to grant to the underwriter a 45-day option to purchase up to an additional 15% of the number of ADSs and/or ADS Warrants offered in the Offering. The Offering is expected to be priced in the context of the market, with the final terms of the Offering to be determined at the time of pricing. There can be no assurance as to whether or when the Offering may be completed, or as to the actual size or terms of the Offering. The closing of the Offering will be subject to customary closing conditions, including any required approvals from the Canadian Securities Exchange and such US national securities exchange.
The Offering is being made pursuant to an effective shelf registration statement on Form F-10 (File No. 333-297854) previously filed with the SEC, which became effective on July 31, 2026. Deep Sea Minerals may offer and sell securities in both the United States and other jurisdictions outside of Canada. No securities will be offered or sold to Canadian purchasers under the Offering. The Supplement and the accompanying Base Prospectus contain important detailed information about the Offering. The Base Prospectus is and the Supplement (when filed) will be available for free on the SEC’s website at www.sec.gov and on SEDAR+ at www.sedarplus.ca. Copies of the Supplement (when filed) and accompanying Base Prospectus, and any amendment to the documents may also be obtained by contacting Maxim Group LLC, at 300 Park Avenue, 16th Floor, New York, NY 10022, Attention: Syndicate Department, or by telephone at (212) 895-3745 or by email at syndicate@maximgrp.com. Prospective investors should read the Supplement (when filed) and accompanying Base Prospectus and the other documents the Company has filed before making an investment decision. The final terms of the Offering will be disclosed in a final prospectus supplement to be filed with the SEC and on SEDAR+.
No regulatory authority has either approved or disapproved the contents of this news release. This news release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any province, state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such province, state or jurisdiction.