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Cartier Resources Inc. (TSX-V: ECR) (‘ Cartier ‘ or the ‘ Corporation ‘) announces the execution, on March 31, 2025, of an amending agreement (the ‘ Amending Agreement ‘) further to the engagement letter dated March 20, 2025 between Paradigm Capital Inc. (the ‘ Agent ‘) and the Corporation (the ‘ Engagement Letter ‘) with respect to its previously announced ‘best efforts’ private placement offering of securities of Cartier (the ‘ Offering ‘).

The Amending Agreement was concluded to address potential impacts of several tax measures unveiled on March 25, 2025 by the Minister of Finance (Québec) in connection with his 2025-2026 budget (the ‘ 2025 Québec Budget ‘).

The Offering will continue to raise aggregate gross proceeds for the Corporation of up to approximately $7,300,160 (subject to a potential increase thereof for additional gross proceeds of up to $1,095,024 in accordance with the exercise of the Agent’s Option, as further described below).

The Offering remains a combination of: (a) units of the Corporation issued on a charitable flow-through basis that will qualify as ‘flow-through shares’ within the meaning of subsection 66(15) of the Income Tax Act (Canada) (the ‘ Tax Act ‘) and section 359.1 of the Québec Tax Act (the ‘ Premium FT Units ‘) for gross proceeds of approximately $5,000,200; and (b) units of the Corporation (the ‘ Hard Dollar Units ‘) and, together with the Premium FT Units, the ‘ Offered Securities ‘) at $0.13 per Hard Dollar Unit for gross proceeds of $2,299,960. Each Premium FT Unit consists of one common share in the capital of the Corporation (each a ‘ Common Share ‘) and one common share purchase warrant (each a ‘ Premium FT Warrant ‘), with each such Common Share and Premium FT Warrant qualifying as a ‘flow-through share’ within the meaning of subsection 66(15) of the Tax Act and section 359.1 of the Québec Tax Act. Each Hard Dollar Unit consists of one Common Share of the Corporation and one common share purchase warrant (each a ‘ Hard Dollar Warrant ‘), and for certainty, each such Common Share and Hard Dollar Warrant will not qualify as a ‘flow-through share’.

Under the Engagement Letter, the subscription price of the Premium FT Units (the ‘ FT Subscription Price ‘) was set on March 20, 2025 at $0.23 per FT Unit, based on certain tax benefits then available under the Quebec Tax Act and the Tax Act, including, but not limited to, the Québec Capital Gain Exemption and Québec Additional Deductions (each as defined herein).

The 2025 Québec Budget introduced major changes to the flow-through share regime under the Taxation Act (Québec) (the ‘ Québec Tax Act ‘), including the following measures (collectively, the ‘ 2025 Québec Budget Amendments ‘):

However, the 2025 Québec Budget provides that the abolition of the Québec Additional Deductions will not apply to flow-through shares issued after March 25, 2025 if they are issued following a public announcement made no later than March 25, 2025 (which is the case of the Offering), provided furthermore that a report of exempt distribution is filed with the Autorité des marchés financiers no later than May 31, 2025 (the ‘ Grandfathering Exception ‘).

Considering the potential impacts of the 2025 Québec Budget Amendments as announced on March 25, 2025, the Corporation, on March 31, 2025, (a) entered into the Amending Agreement; and (b) entered into a subscription and renunciation agreement with PearTree Securities Inc. (‘ PearTree ‘), on behalf of certain disclosed principals (the ‘ Subscription and Renunciation Agreement ‘).

Pursuant to the Subscription and Renunciation Agreement, a mechanism was introduced to allow for the adjustment of the FT Subscription Price to $0.205 or $0.182 from $0.23 (i.e. the price initially agreed upon on March 20, 2025 under the Engagement Letter) depending on whether the Québec Capital Gain Exemption and/or Québec Additional Deductions are determined on the Closing Date (as defined herein) to be available in respect of the Offering, based on any written statements that are issued by the Minister of Finance (Québec) to clarify the scope of the 2025 Québec Budget Amendments and the Grandfathering Exception. Under the Subscription and Renunciation Agreement, corresponding adjustments would also be made to the number of Premium FT Units issued so as to retain approximately the same aggregate gross subscription proceeds.

All of the other material terms of the Offering remain unchanged, including the following:

• The gross proceeds from the sale of the Premium FT Units will be used by the Corporation to incur eligible ‘Canadian exploration expenses’ that qualify as ‘flow-through mining expenditures’ (as both terms are defined in the Tax Act) (the ‘ Qualifying Expenditures ‘) related to the projects of the Corporation in Québec. The Qualifying Expenditures will be renounced in favour of the subscribers of the Premium FT Units with an effective date no later than December 31, 2025 and in an aggregate amount of not less than the total amount of the gross proceeds raised from the issuance of the Premium FT Units.
• Each Premium FT Warrant and Hard Dollar Warrant will entitle the holder thereof to acquire one Common Share of the Corporation (each a ‘ Warrant Share ‘) on a non-flow-through basis at an exercise price of $0.18 for a period of 5 years following the Closing Date (as herein defined).
• The Corporation will grant the Agent an option (the ‘ Agent’s Option ‘), exercisable up to 48 hours prior to the Closing Date (as herein defined), to sell that number of Offered Securities for additional gross proceeds of up to $1,095,024.

The Offering is being made by way of private placement in Canada. The Offered Securities will be subject to a four month and one day hold period under applicable securities laws in Canada. The Offering is expected to close on or about April 14, 2025 (the ‘ Closing Date ‘), subject to the satisfaction or waiver of customary closing conditions, including the conditional listing approval of the TSX-V.

About Cartier Resources Inc.

Cartier Resources Inc., founded in 2006, is an exploration company based in Val-d’Or. The Corporation’s projects are all located in Québec, which consistently ranks among the world’s top mining jurisdictions. Cartier is advancing the development of its flagship Cadillac project, consisting of the Chimo Mine and East Cadillac properties, and its other projects. The Corporation has corporate and institutional support, including Agnico Eagle and Québec investment funds.

This news release does not constitute an offer of securities for sale in the United States. The securities offered have not been, and will not be, registered under the United States Securities Act of 1933, as amended, and such securities may not be offered or sold in the United States absent registration in the United States or an applicable exemption from the registration requirements in the United States.

Cautionary Note Regarding Forward-Looking Information

This news release contains ‘forward-looking information’ within the meaning of the applicable Canadian securities legislation that is based on expectations, estimates, projections, and interpretations as at the date of this news release. Any statement that involves discussions with respect to predictions, expectations, interpretations, beliefs, plans, projections, objectives, assumptions, future events or performance including in respect of the use of proceeds of the Offering, closing of the Offering and the tax treatment of the flow through shares (often but not always using phrases such as ‘expects’ or ‘does not expect’, ‘is expected’, ‘interpreted’, ‘management’s view’, ‘anticipates’ or ‘does not anticipate’, ‘plans’, ‘budget’, ‘scheduled’, ‘forecasts’, ‘estimates’, ‘believes’ or ‘intends’ or variations of such words and phrases or stating that certain actions, events or results ‘may’ or ‘could’, ‘would’, ‘might’ or ‘will’ be taken to occur or be achieved) are not statements of historical fact and may be forward-looking information and are intended to identify forward-looking information. This forward-looking information is based on reasonable assumptions and estimates of management of the Corporation, at the time it was made, involves known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Corporation to be materially different from any future results, performance or achievements expressed or implied by such forward-looking information. Although the forward-looking information contained in this news release is based upon what management believes, or believed at the time, to be reasonable assumptions, the parties cannot assure shareholders and prospective purchasers of securities that actual results will be consistent with such forward-looking information, as there may be other factors that cause results not to be as anticipated, estimated or intended, and neither the Corporation nor any other person assumes responsibility for the accuracy and completeness of any such forward-looking information. The Corporation does not undertake, and assumes no obligation, to update or revise any such forward-looking statements or forward-looking information contained herein to reflect new events or circumstances, except as may be required by law.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.

For more information, contact:

Philippe Cloutier, P. Geo.
President and CEO
Phone: 819-856-0512
Email: philippe.cloutier@ressourcescartier.com
www.ressourcescartier.com

Pontax Lithium Project, James Bay, Canada

Cygnus Metals Limited (ASX: CY5, TSXV: CYG, OTCQB: CYGGF) is pleased to announce that it has negotiated a two-year extension to its two-stage earn-in with Stria Lithium Inc (‘Stria’) for the Pontax Lithium Project in James Bay, Quebec (‘Pontax’).

In July 2023, Cygnus announced that it had earned 51 per cent of Pontax under the first stage of the earn-in by spending C$4 million on the project and issuing 9,129,825 fully paid ordinary shares in Cygnus (‘Shares’) to Stria.

As a demonstration of the co-operation between Stria and Cygnus, the parties have now agreed that Cygnus has an additional 24 months to satisfy the second stage of the earn-in and earn an additional 19% interest in Pontax, bringing its total interest to 70%.

The extension means that Cygnus has until October 2027 to expend an additional C$2 million on exploration at the project and make a cash payment to Stria of C$3 million, enhancing the likelihood of successful exploration outcomes at Pontax.

As consideration for the extension and subject to TSXV approval, Cygnus will shortly issue 300,000 Shares to Stria utilising the Company’s available Listing Rule 7.1 capacity at a deemed price of A$0.105 per Share (based on the ASX closing price on 1 April 2025). These Shares will be subject to voluntary escrow for a period of 12 months from issue.

This announcement has been authorised for release by the Board of Directors of Cygnus.

David Southam
Executive Chairman
T: +61 8 6118 1627
E: info@cygnusmetals.com

About Cygnus Metals

Cygnus Metals Limited (ASX: CY5, TSXV: CYG, OTCQB: CYGGF) is a diversified critical minerals exploration and development company with projects in Quebec, Canada and Western Australia. The Company is dedicated to advancing its Chibougamau Copper-Gold Project in Quebec with an aggressive exploration program to drive resource growth and develop a hub-and-spoke operation model with its centralised processing facility. In addition, Cygnus has quality lithium assets with significant exploration upside in the world-class James Bay district in Quebec, and REE and base metal projects in Western Australia. The Cygnus team has a proven track record of turning exploration success into production enterprises and creating shareholder value.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Launching Industry-Specific Solutions to Drive Subscriber Base in 2nd Quarter 2025

Syntheia Corp. (CSE: SYAI) (‘Syntheia’ or the ‘Company’) (Syntheia.ai), a leading provider of conversational AI solutions for inbound telephone call management is pleased to report subscriptions to our Assistant NLP have surpassed 13,000 meeting management’s expectations for phase one of our marketing strategy.

Phase one focused on a broad marketing effort targeting the global small-to-medium business (SMB) market segment. As previously reported, the majority of our subscribers come from regions where English is a second language. Today, management reaffirms its revised growth target of 100,000 subscribers by the end of 2025.

Syntheia has developed an industry-specific solution for the medical industry tailored to the needs of doctors’ offices and wellness clinics. This solution is designed to enhance patient interactions by facilitating inquiries, scheduling appointments, and providing responses based on patient needs detected in conversation. In consultation with industry professionals, AssistantNLP has been optimized around three core pillars:

Smart Answers – Industry-specific answers to common patient questions.

Intelligent Interactions – On-going conversational knowledge learning.

Answer Calls 24/7 – Active around the clock – maximizing patient communications.

Furthermore, we are actively developing industry-specific solutions tailored to the needs of:

• Law Firms
• Investment Advisors and Financial Planners
• Real Estate Offices
• Mortgage Brokers
• Restaurants

By aligning our platform’s capabilities with the unique demands of these industries, we aim to drive continued growth and reinforce our market position.

‘We continue to commercialize and grow the platform and this is where the power of Syntheia’s AI capabilities come into play for scalability, adoption, and marketability,‘ commented Paul Di Benedetto, Chief Technology Officer. ‘Our focus on system automations and artificial intelligence allows us to streamline our operations, drive down operational costs and maximize brand awareness and sales growth.‘

About Syntheia

Syntheia is an artificial intelligence technology company which is developing and commercializing proprietary algorithms to deliver human-like conversations. Our SaaS platform offers conversational AI solutions for both enterprise and small-medium business customers globally.

Cautionary Statement

Neither the Canadian Securities Exchange nor its Market Regulator (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this news release.

This news release contains certain ‘forward-looking information’ within the meaning of applicable securities law. Forward-looking information is frequently characterized by words such as ‘plan’, ‘expect’, ‘project’, ‘intend’, ‘believe’, ‘anticipate’, ‘estimate’, ‘may’, ‘will’, ‘would’, ‘potential’, ‘proposed’ and other similar words, or statements that certain events or conditions ‘may’ or ‘will’ occur. These statements are only predictions. Forward-looking information is based on the opinions and estimates of management at the date the information is provided and is subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking information. Forward-looking statements in this news release include, but are not limited to the Company’s mission and business objectives, the Company’s efforts to grow brand awareness, customer base and sales and the development of new features for the Company’s services. Readers are cautioned that forward‐looking information is not based on historical facts but instead reflects the Company’s management’s expectations, estimates or projections concerning the business of the Company’s future results or events based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made.

Although the Company believes that the expectations reflected in such forward‐looking information are reasonable, such information involves risks and uncertainties, and undue reliance should not be placed on such information, as unknown or unpredictable factors could have material adverse effects on future results, performance or achievements. Please refer to the Company’s listing statement available on SEDAR+ for a list of risks and key factors that could cause actual results to differ materially from those projected in the forward‐looking information. Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward‐looking information prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected.

Although the Company has attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended. The Company undertakes no obligation to update forward-looking information if circumstances or management’s estimates or opinions should change unless required by law. The reader is cautioned not to place undue reliance on forward-looking information.

The securities of the Company have not been and will not be registered under the United States Securities Act of 1933, as amended and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirement. This press 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 any jurisdiction in which such offer, solicitation or sale would be unlawful.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/246930