Not for distribution to United States newswire services or for dissemination in the United States
VANCOUVER, British Columbia, July 28, 2026 – Miata Metals Corp. (TSXV: MMET) (FSE: 8NQ) (OTCQX: MMETF) (“Miata” or the “Company”) is pleased to announce that La Mancha Resource Fund SCSp , a fund advised by La Mancha Resource Capital LLP, has via its subsidiary (“La Mancha”) agreed to make a strategic investment in Miata through a non-brokered private placement of 30,875,245 common shares of the Company (each a “Share”) at a price of C$0.41 per Share for aggregate gross proceeds to the Company of approximately C$12,658,851 (the “Strategic Investment”).
Concurrently, the Company has entered into an agreement with ATB Cormark Capital Markets and SCP Resource Finance LP on behalf of a syndicate of underwriters (collectively, the “Underwriters”), pursuant to which the Underwriters have agreed to purchase, on a “bought deal” basis, 18,293,000 Shares (the “Offered Shares”) at a price of C$0.41per Offered Share for aggregate gross proceeds of C$7,500,130 (the “Bought Deal Offering”). The Company has also granted the Underwriters an option (the "Over-Allotment Option") to purchase up to an additional 15% of the Offered Shares on the same terms and conditions as the Bought Deal Offering, exercisable at any time, in whole or in part, until the date that is 30 days following the closing of the Bought Deal Offering, for market stabilization purposes and to cover over-allotments, if any.
The aggregate gross proceeds to the Company from the Bought Deal Offering and Strategic Investment are expected to be approximately C$20,158,981.
La Mancha does not currently own any Shares. Upon closing of the Strategic Investment and Bought Deal Offering, including exercise of the Over-Allotment Option (if any), La Mancha is expected to hold approximately 19.9% of the Company’s issued and outstanding Shares on a non-diluted basis. If the Over-Allotment Option is exercised by the Underwriters, the aggregate gross proceeds of the Strategic Investment will be increased accordingly such that La Mancha will continue to hold approximately 19.9% of the issued and outstanding Shares on a non-diluted basis.
In connection with the Strategic Investment, Miata and La Mancha intend to enter into an investor rights agreement (the “Investor Rights Agreement”), which will provide La Mancha with certain customary investor rights, subject to La Mancha maintaining ownership of at least 10% of the issued and outstanding Shares. The Investor Rights Agreement will provide La Mancha with certain rights, including the right to:
- nominate one director to Miata’s board of directors (the “Board”);
- propose the appointment of a second director where the Board has seven directors or more, subject to a minimum ownership threshold of 20% and approval of the Board;
- participate in future equity financings and other security issuances to maintain its relative ownership interest in the Company; and
- appoint its nominee(s) to committees of the Board, subject to independence and competence requirements.
La Mancha agreed to a standstill which prohibits La Mancha from acquiring more than 25% of the outstanding Shares for a two year period following closing of the Strategic Investment. La Mancha has also agreed to an 18-month lockup in respect of the Shares issued to it following closing of the Strategic Investment.
The Shares issued to La Mancha under the Strategic Investment will also be subject to a statutory four month hold period from the closing date, in accordance with applicable Canadian securities laws.
“We are pleased to welcome La Mancha as a strategic investor in Miata.” stated Dr. Jacob Verbaas, CEO of Miata. “The La Mancha group brings extensive technical, mine-development and capital-markets experience that will complement the capabilities of our management and technical teams as we continue advancing Sela Creek.
The combined financing provides Miata with additional capital to expand exploration across the Sela Creek project while strengthening the Company’s technical and strategic support. With multiple mineralized areas now being advanced at Sela Creek, this investment positions Miata to accelerate drilling and continue evaluating the broader scale of the gold system.”
Jack Lunnon, Chief Technical Officer at La Mancha Resource Capital LLP, commented:
“La Mancha’s proposed investment in Miata reflects our belief that Suriname is a world-class, yet still under-explored, jurisdiction for gold discovery. Exploration success is part of our DNA, and we have strong conviction in Miata and the broader potential of the Guiana Shield. Since gaining access to Sela Creek, Jaap and the Miata team have in our view demonstrated their ability to operate effectively in this remote jurisdiction, as reflected in the drilling results delivered to date. They are rapidly building their understanding of the deposit, its geological controls and the wider exploration opportunity. We believe the team has the right combination of high-quality technical expertise, exploration capability and operational experience to unlock the project’s potential, and we look forward to working closely with them as they advance Sela Creek.”
The Company intends to use the net proceeds from the Bought Deal Offering and the proceeds from the Strategic Investment to fund exploration and drilling at the Sela Creek Gold Project, support technical studies and project development activities, and for general corporate and working capital purposes as will be described in the short form prospectus of the Company to be filed in connection with the Bought Deal Offering.
The Bought Deal Offering and Strategic Investment are expected to close concurrently on or about August 18, 2026, or such other date as may be agreed upon by the Company, the Underwriters and La Mancha, and each remain subject to the satisfaction of customary closing conditions, including receipt of all required regulatory approvals and the acceptance of the TSX Venture Exchange (the “TSXV”). Closing of each of the Bought Deal Offering and the Strategic Investment is conditional upon the closing of the other, as will be set out in the applicable definitive agreements.
The Offered Shares will be offered by way of a short form prospectus to be filed in all provinces of Canada (other than Quebec). The Offered Shares may also be offered in the United States on a private placement basis pursuant to an exemption from the registration requirements of the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”) and applicable state securities laws, and in jurisdictions outside of Canada and the United States as are agreed to by the Company and the Underwriters on a private placement or equivalent basis, provided that no prospectus filing or comparable obligation arises and the Company does not thereafter become subject to continuous disclosure obligations in such jurisdictions.
The securities offered in the Bought Deal Offering and the Strategic Investment have not been, and will not be, registered under the U.S. Securities Act or any U.S. state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, United States persons absent registration or any applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This press 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 these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
La Mancha is acquiring the Shares for investment purposes. La Mancha may, depending on market conditions and other factors, acquire additional Shares or other securities of Miata, or dispose of some or all of the Shares or other securities of Miata that it owns at such time. An early warning report will be filed by La Mancha in accordance with applicable securities laws. To obtain a copy of the early warning report, please contact Matthew Fisher, General Counsel, La Mancha Resource Capital LLP, legal@lamancha.com, +44 20 3960 2020.
About La Mancha
La Mancha Resource Fund SCSp is a Luxembourg-based deep value fund focused on investments in the precious and energy transition metals space. Its general partner is La Mancha Capital Management GP S.à r.l. which has delegated investment management over the Fund’s investments to NS Partners Europe S.A., which has further delegated the Fund’s portfolio management to La Mancha Resource Capital LLP, which is authorised and regulated by the United Kingdom Financial Conduct Authority (FRN 978592).
Additional information is available at www.lamancharesourcecapital.com.
About Miata Metals Corp.
Miata Metals Corp. (TSX.V: MMET) is a Canadian mineral exploration company listed on the TSX Venture Exchange, as well as quoted on the OTCQX (OTCQX: MMETF) and Frankfurt (FSE: 8NQ) Exchanges. The Company is focused on the acquisition, exploration, and development of mineral properties. The Company holds a 70% interest in the ~215 km2 Sela Creek Gold Project with an option to acquire a full 100% interest, and a 70% beneficial interest in the Nassau Gold Project with an option to acquire 100%. Both exploration properties are located in the greenstone belt of Suriname.
On Behalf of the Board
Dr. Jacob (Jaap) Verbaas, P.Geo | CEO and Director
For Further Information, please contact:
Nikki McEachnie
Director of Investor Relations
1-778-486-1500
Forward-Looking Statements
Certain information contained herein constitutes “forward-looking information” or “forward-looking statements” under Canadian and United States securities legislation. Forward-looking information includes, without limitation, statements regarding the timing and closing of the Bought Deal Offering, the Strategic Investment, the use of proceeds from the Bought Deal Offering and the Strategic Investment, the Investor Rights Agreement, La Mancha’s shareholding percentage in the Company following completion of the Bought Deal Offering and the Strategic Investment, La Macha working closely with Miata as they advance Sela Creek, and the future plans or prospects of the Company. Generally, forward-looking information can be identified by the use of forward-looking terminology such as “anticipates”, “anticipated”, “expected”, “intends”, “will” or variations of such words and phrases or statements that certain actions, events or results will occur. Forward-looking statements are based on the opinions and estimates of management as of the date such statements are made and are subject to known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those expressed or implied by such forward-looking statements or forward-looking information. Although management of the Company have attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. The Company will not update any forward-looking statements or forward-looking information that are incorporated by reference herein, except as required by applicable securities laws.
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.