Spectre Capital Corp. (TSX-V: SOO.P) said it has entered into a non-interest-bearing, unsecured grid promissory note with Northern Rare Earth Corp. ("NREC"), under which NREC will lend Spectre up to C$100,000. Spectre said the loan will be used exclusively to fund its direct, bona fide, third-party transaction expenses in connection with its proposed qualifying transaction with NREC, as previously announced in its news releases dated May 28, 2026, and August 18, 2026.
The release describes Spectre as a capital pool company — a listed shell with no operating business, used under TSX Venture Exchange rules to raise a small amount of seed capital and then identify an operating business to combine with in what the exchange calls a qualifying transaction. Under that structure, Spectre is the public vehicle and NREC is the business it has proposed to combine with.
The loan takes the form of a grid promissory note, meaning it can be drawn down in multiple advances up to the C$100,000 ceiling rather than disbursed as a single sum; each advance requires NREC's prior written approval, the release said. No finder's fee, commission or other compensation is payable in connection with the loan.
The outstanding principal balance is payable in full once the qualifying transaction completes. Spectre said that if the transaction does not close and the definitive amalgamation agreement is terminated in accordance with its terms, the outstanding balance will instead be forgiven in full.
Trading in Spectre's shares has been halted in compliance with TSX Venture Exchange policy; the release said trading will remain halted pending the exchange's review of the qualifying transaction and satisfaction of its conditions for resumption.