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Elcora Advanced Materials Corp. — Capital/Financing Update 2026
Feb 3, 2026
46993_rns_2026-02-02_ee867eab-6305-4e1a-8391-fc79104617d4.pdf
Capital/Financing Update
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Form 51-102F3
Material Change Report
Item 1 Name and Address of Company
Elcora Advanced Materials Corp. (the “Company” or “Elcora”)
749 Shore Drive
Bedford, NS, B4A 2E2
Item 2 Date of Material Change
January 23, 2026 and January 30, 2026
Item 3 News Release
News releases dated January 23, 2026 and January 30, 2026 were disseminated via GlobeNewswire and filed on SEDAR+. Copies of the news releases are attached as Schedule “A” and “B”, respectively.
Item 4 Summary of Material Change
The Company announced in its news release dated January 23, 2026, that it closed the first tranche of its private placement pursuant and issued 8,158,333 units at a price of $0.12 per Unit for gross proceeds of approximately $979,000 for the first tranche. Pursuant to the Form 4A filed with the TSX-V on December 29, 2025, the Company may issue up to 25,000,000 Units at $0.12 per unit (the “Units”) to raise total gross proceeds of up to $3,000,000 (the “Offering”). Each Unit will consist of one (1) common share and one (1) share purchase warrant (a “Warrant”). Each Warrant will be exercisable for an additional share at a price of $0.16 for a period of twenty-four (24) months from issuance. One of the Company’s Directors participated in the first tranche of the Offering and will acquire an aggregate of 1,183,334 Units.
The Company announced in its news release dated January 30, 2026, that it closed a second tranche (the “Second Tranche”) of its private placement and issued 10,591,666 units at a price of $0.12 per Unit for gross proceeds of approximately $1,271,000 for the Second Tranche. One of the Company’s Directors participated in the Offering and acquired an additional 816,667 Units in the Second Tranche.
Item 5 Full Description of Material Change
Item 5.1 Full Description of Material Change
For a full description of the material change, see the news release dated January 23, 2026 attached as Schedule “A”, and the news release dated January 30, 2026, attached as Schedule “B”.
Item 5.2 Disclosure for Restructuring Transactions
Not applicable.
Item 6 Reliance on subsection 7.1(2) or (3) of National Instrument 51-102
Not applicable.
Item 7 Omitted Information
Not applicable.
Item 8 Executive Officer
Troy Grant, Director, President and CEO
Business Telephone: 902 802-8847
Facsimile: 902 446-2001
Item 9 Date of Report
February 2, 2026
Schedule “A”
News Release Dated January 23, 2026
(“Attached”)
Elcora
Advanced Materials
Elcora Closes First Tranche of Private Placement
THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT INTENDED FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES.
HALIFAX, NOVA SCOTIA -- (Globenewswire – January 23, 2026) ELCORA ADVANCED MATERIALS CORP. (TSX.V: ERA | Frankfurt: ELMO | OTCQB: ECORF), (the "Company" or "Elcora"), is pleased to announce that it has closed the first tranche of its private placement pursuant to a price reservation Form 4A ("Form 4A") filed with the TSX Venture Exchange on December 29, 2025. The Company issued 8,158,333 units at a price of $0.12 per Unit for gross proceeds of approximately $979,000 for the first tranche.
Pursuant to the Form 4A, the Company may issue up to 25,000,000 Units at $0.12 per unit (the "Units") to raise total gross proceeds of up to $3,000,000 (the "Offering").
Each Unit will consist of one (1) common share and one (1) share purchase warrant (a "Warrant"). Each Warrant will be exercisable for an additional share at a price of $0.16 for a period of twenty-four (24) months from issuance.
No finder's fees will be paid with respect to this Offering.
One of the Company's Directors participated in the first tranche of the Offering and will acquire an aggregate of 1,183,334 Units. The participation by insiders in the Offering is considered to be a "related party transaction" as defined under Multilateral Instrument 61-101 ("MI 61-101"). The transaction is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101, as neither the fair market value of the securities being issued nor the consideration being paid exceeds 25% of the Company's market capitalization.
The Company intends to use the net proceeds for general working capital purposes. All securities issued pursuant to the offering will be subject to a statutory hold period of four months plus a day from issuance in accordance with applicable securities laws. Closing of the Offering is subject to receipt of all necessary regulatory approvals and final acceptance by the TSX Venture Exchange.
About Elcora Advanced Materials Corp.
Elcora was founded in 2011 and has been structured to become a vertically integrated battery material company. Elcora can process, refine, and produce battery related minerals and metals. As part of the vertical integration strategy Elcora has developed a cost-effective process to purify high-quality battery metals and minerals that are commercially scalable. This combination means that Elcora has the tools and resources for vertical integration of the battery minerals and metals industry.
For further information please visit the company's website at:
http://www.elcoracorp.com
For further information please contact: Troy Grant, Director, President & CEO, Elcora Advanced Materials Corp., T: +1 902 802-8847
CAUTIONARY STATEMENT:
The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this release. 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. No stock Exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.
This News Release includes certain "forward-looking statements". All statements other than statements of historical fact, included in this release, including, without limitation, statements regarding potential mineralization and reserves, exploration results, and future plans and objectives of Elcora, are forward-looking statements that involve various risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from Elcora's expectations are exploration risks detailed herein and from time to time in the filings made by Elcora with securities regulators.
Investors are cautioned that, except as disclosed in the filing statement prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon.
Schedule “B”
News Release Dated January 30, 2026
(“Attached”)
Elcora
Advanced Materials
Elcora Closes Second Tranche of Private Placement
THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT INTENDED FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES.
HALIFAX, NOVA SCOTIA -- (Globenewswire – January 30, 2026) ELCORA ADVANCED MATERIALS CORP. (TSX.V: ERA | Frankfurt: ELMO | OTCQB: ECORF), (the "Company" or "Elcora"), is pleased to announce that it has closed a second tranche (the "Second Tranche") of its private placement pursuant to a price reservation Form 4A ("Form 4A") filed with the TSX Venture Exchange on December 29, 2025 (see news release dated January 23, 2026). The Company issued 10,591,666 units at a price of $0.12 per Unit for gross proceeds of approximately $1,271,000 for the Second Tranche.
As announced on January 23, 2026, the Company issued 8,158,333 units at a price of $0.12 per Unit for gross proceeds of approximately $979,000 for the first tranche (the "First Tranche"). Accordingly, upon completion of the Second Tranche, the Company has issued a combined total of 18,749,999 Units at $0.12 and raised combined total gross proceeds of approximately $2,250,000.
Pursuant to the Form 4A, the Company may issue up to 25,000,000 Units at $0.12 per unit (the "Units") to raise total gross proceeds of up to $3,000,000 (the "Offering"). Each Unit will consist of one (1) common share and one (1) share purchase warrant (a "Warrant"). Each Warrant will be exercisable for an additional share at a price of $0.16 for a period of twenty-four (24) months from issuance.
One of the Company's Directors participated in the Offering and acquired 1,183,334 Units in the First Tranche and an additional 816,667 Units in the Second Tranche, for total gross proceeds of approximately $240,000. The participation by insiders in the Offering is considered to be a "related party transaction" as defined under Multilateral Instrument 61-101 ("MI 61-101"). The transaction is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101, as neither the fair market value of the securities being issued nor the consideration being paid exceeds 25% of the Company's market capitalization.
No finders' fees were paid and no new insider or control person was created. The Company intends to use the net proceeds for general working capital purposes. All securities issued pursuant to the offering will be subject to a statutory hold period of four months plus a day from issuance in accordance with applicable securities laws. Closing of the Offering is subject to receipt of all necessary regulatory approvals and final acceptance by the TSX Venture Exchange.
About Elcora Advanced Materials Corp.
Elcora was founded in 2011 and has been structured to become a vertically integrated battery material company. Elcora can process, refine, and produce battery related minerals and metals. As part of the vertical integration strategy Elcora has developed a cost-effective process to purify high-quality battery metals and minerals that are commercially scalable. This combination means that Elcora has the tools and resources for vertical integration of the battery minerals and metals industry.
For further information please visit the company's website at:
http://www.elcoracorp.com
For further information please contact: Troy Grant, Director, President & CEO, Elcora Advanced Materials Corp., T: +1 902 802-8847
CAUTIONARY STATEMENT:
The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this release. 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. No stock Exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.
This News Release includes certain "forward-looking statements". All statements other than statements of historical fact, included in this release, including, without limitation, statements regarding potential mineralization and reserves, exploration results, and future plans and objectives of Elcora, are forward-looking statements that involve various risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from Elcora's expectations are exploration risks detailed herein and from time to time in the filings made by Elcora with securities regulators.
Investors are cautioned that, except as disclosed in the filing statement prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon.