Vancouver, British Columbia, February 10th, 2026 — Ameriwest Critical Metals Inc. (“Ameriwest” or the “Company”) (CSE: AWCM) (OTC: AWLIF) (FSE: 5HV), is pleased to announce that it has closed the second and final tranche of its previously announced non-brokered private placement (the “Private Placement”), which due to strong investor demand was upsized.
The Company has completed the Private Placement for aggregate gross proceeds of CDN$ $3,065,750 through the issuance of 2,640,000 units in the first tranche and 9,623,000 units in the second tranche for an aggregate issuance of 12,263,000 units of the Company (each, a “Unit”) at a price of CDN$0.25 per Unit.
Each Unit consists of one common share of the Company (each, a “Share”) and one common share purchase warrant (each, a “Warrant”). Each Warrant is exercisable to acquire one additional common share (each, a “Warrant Share”) at an exercise price of CDN$0.40 per Warrant Share for a period of 18 months from closing.
Ameriwest CEO, David Watkinson, stated: “We’re very encouraged by the level of demand for this financing even after the increase. Closing an oversubscribed private placement strengthens our ability to advance our portfolio of critical metals assets, with a near-term focus on progressing the Bornite Copper Project in Oregon alongside our broader North American pipeline.”
In connection with the Private Placement, the Company paid eligible finders (each, a “Finder”) a cash commission of $129,180 and issued to such Finders 364,560 non-transferable share purchase warrants of the Company (each, a “Finder’s Fee Warrant”), with each such Finder’s Fee Warrant being exercisable to acquire one additional share of the Company (each, a “Finder’s Warrant Share”), at an exercise price of CDN$0.25 per Finder’s Warrant Share, for a period of 18 months from the closing of the Private Placement.
The Company intends to use the proceeds raised from this Private Placement for exploration, general corporate and working capital purposes. All securities issued in connection with this Private Placement are subject to a statutory hold period of four months and one day pursuant to applicable securities laws.
One insider of the Company acquired 152,000 Units in the Private Placement for gross proceeds of $38,000. No Finder’s fees or Finder’s Warrants were issued in connection with such subscription. The participation by such insider in the Private Placement constitutes a “related party transaction” as defined under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company is relying on the exemption from valuation requirement and minority approval pursuant to subsection 5.5(a) and 5.7(a) of MI 61-101, respectively, for the insider participation in the Offering, as the securities do not represent more than 25% of the Company’s market capitalization, as determined in accordance with MI 61-101.
The securities issued pursuant to this Private Placement have not, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons in the absence of U.S. registration or an applicable exemption from the U.S. registration requirements. 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 the securities in the United States or in any other jurisdiction in which such offer, solicitation or sale would be unlawful.
About Ameriwest Critical Metals Inc.
Ameriwest Critical Metals Inc. is a diversified critical metals-focused exploration company with mineral properties in Oregon, British Columbia, Nevada and Arizona. The Company’s near-term focus is the Bornite Copper Project in Oregon, a breccia-pipe copper-gold-silver system that has been the subject of extensive historical drilling, metallurgical test work, a pre-feasibility study and environmental baseline programs. Ameriwest has acquired the historic core and data and intends to carry out modern 3-D modeling, verification work and confirmation drilling to assess the potential of the system. At Xeno, in northern British Columbia, the Company has an interest in a rare earth–yttrium project associated with alkaline intrusives and carbonatite-style mineralization. Its Thompson Valley and Railroad Valley projects provide lithium exposure through claystone and brine targets, respectively. Collectively, these projects give Ameriwest leverage to metals that are important to electrification, defense, infrastructure and data-center development. Ameriwest’s strategy is to advance these assets through disciplined, staged exploration and technical evaluation.
On Behalf of the Board of Directors
David Watkinson
Chief Executive Officer and director
For further information, please contact:
Sam Eskandari
Director
(416) 918-6785
The Canadian Securities Exchange has not in any way passed upon the merits of the matters referenced herein and has neither approved nor disapproved the contents of this news release.
Caution Regarding Forward-Looking Information
Certain statements contained in this news release may constitute forward‐looking information. Forward‐looking information is often, but not always, identified by the use of words such as “anticipate”, “plan”, “estimate”, “expect”, “may”, “will”, “intend”, “should”, and similar expressions. Forward‐looking information involves known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward‐looking information. The Company’s actual results could differ materially from those anticipated in this forward‐looking information as a result of regulatory decisions, competitive factors in the industries in which the Company operates, prevailing economic conditions, changes to the Company’s strategic growth plans, and other factors, many of which are beyond the control of the Company. The Company believes that the expectations reflected in the forward‐looking information are reasonable, but no assurance can be given that these expectations will prove to be correct and such forward‐looking information should not be unduly relied upon. Any forward‐looking information contained in this news release represents the Company’s expectations as of the date hereof, and is subject to change after such date. The Company disclaims any intention or obligation to update or revise any forward‐looking information whether as a result of new information, future events or otherwise, except as required by applicable securities legislation.
