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Armory Mining Corp. Capital/Financing Update 2025

Dec 24, 2025

47573_rns_2025-12-24_58835816-2503-44a8-bac0-f47fd91f2387.pdf

Capital/Financing Update

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FORM 51-102F3
MATERIAL CHANGE REPORT

  1. NAME AND ADDRESS OF COMPANY
    Armory Mining Corp.
    Suite 1100-1199 West Hastings Street
    Vancouver, BC, V6E 3T5

  2. DATE OF MATERIAL CHANGE
    December 19, 2025

  3. NEWS RELEASE
    News release dated December 19, 2025 was disseminated by TheNewswire.

  4. SUMMARY OF MATERIAL CHANGE
    Armory Mining Corp. announces closing of Flow-Through Financing

  5. FULL DESCRIPTION OF MATERIAL CHANGE
    Armory Mining Corp. (CSE: ARMY) (OTC: RMRYF) (FRA: 2JS) (the “Company”) announced that it has closed its previously announced non-brokered private placement offering by issuing 9,523,643 flow-through units (the “FT Units”) at a price of $0.07 per FT Unit for gross proceeds of $666,655.01 (the “Offering”).

Each FT Unit consists of one common share of the Company to be issued as a “flow-through share” as defined in subsection 66(15) of the Income Tax Act (Canada) (the “Tax Act”) and one-half of one transferable common share purchase warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder to purchase one additional non-flow-through common share of the Company at a price of $0.09 per common share until December 19, 2028.

The proceeds raised from the Offering will be used to incur “Canadian exploration expenses” as defined in subsection 66.1(6) of the Tax Act at the Ammo project located in Nova Scotia.

In connection with the Offering, the Company paid aggregate finder’s fees of $53,122.40 and issued an aggregate of 758,891 finder’s warrants to eligible finders. Each finder’s warrant entitles the holder to purchase one additional non-flow-through common share of the Company at exercise prices of $0.07 and $0.09 per common share until December 19, 2028. The Company also paid a corporate finance fee of $2,500 plus tax.

All securities issued under the Offering are subject to a four month hold period expiring April 20, 2026, in accordance with applicable Canadian securities laws.

  1. DISCLOSURE FOR RESTRUCTURING TRANSACTIONS
    Not applicable.

  1. RELIANCE ON SUBSECTION 7.1(2) OF NATIONAL INSTRUMENT 51-102
    Not applicable.

  2. OMITTED INFORMATION
    Not applicable.

  3. EXECUTIVE OFFICER
    Alex Klenman, Chief Executive Officer
    Telephone: 604-970-4330

  4. DATE OF REPORT
    December 24, 2025