Midland Announces Non-Brokered Charity Flow-Through Financing with Strategic Investment from Centerra GOLD
MIDLAND ANNOUNCES NON-BROKERED CHARITY FLOW-THROUGH FINANCING
WITH STRATEGIC INVESTMENT FROM CENTERRA GOLD
Montreal, July 22, 2025. Midland Exploration Inc. ( “Midland” or the “ Corporation”)
(TSX-V: MD) is pleased to announce that the Corporation has arranged a non-brokered private
placement (the “Charity FT Offering”) for aggregate gross proceeds of $5,058,750 from the
sale of 10,650,000 shares of the Corporation (each a “FT Share”) at a price of $0.475 per FT
Share. Each FT Share will qualify as a “flow-through share” within the meaning of subsection
66(15) of the Income Tax Act (Canada) (“Tax Act”).
Concurrently with the Charity FT Offering, the Corporation intends to complete a non-brokered
private placement with institutional investors for additional gross proceeds of approximately
$1,050,000 (the “Concurrent Offering ”, and together with the Charity FT Offering, the
“Offering”) from the sale of 3,181,818 common shares of the Corporation (each a “Share”) at
a price of $0.33 per Share.
Centerra Gold Inc. (“Centerra”) (TSX: CG) (NYSE: CGAU) is expected to participate in the
Offering as a strategic investor and, upon closing, will hold 9.9% of the Corporation’s issued
and outstanding common shares.
Midland’s President and Chief Executive Officer, Gino Roger, commented: “This placement
will provide Midland with sufficient funds to ensure the progress and development of our
wholly owned gold exploration projects in Abitibi, James Bay , and northern Quebec. We are
thrilled to welcome Centerra as one of our newest shareholders.”
The gross proceeds from the issuance and sale of the FT Shares will be used for “Canadian
exploration expenses” that qualify as “flow -through mining expenditures”, as both terms are
defined in the Tax Act (the “Qualifying Expenditures”). The Qualifying Expenditures will be
incurred on or before December 31, 2026, and will be renounced to the subscribers with an
effective date no later than December 31, 2025, in an aggregate amount not less than the gross
proceeds raised from the issuance of the FT Shares.
Refundable tax credit s of 22.5% are expected to be recovered on Qualifying Expenditures
incurred by the Corporation on its gold projects.
The Offering is expected to close on or about July 25, 2025, subject to certain conditions
including approval by the TSX Venture Exchange (“ TSXV”) and execution of an Investor
Rights Agreement with Centerra (“ IRA”). Under the IRA and subject to conditions, Centerra
will be granted certain rights, including the right to participate in future share issuances in order
to maintain its interest in the Corporation. All securities issued in connection with the Offering
will be subject to a hold period of four months plus one day from the closing date, in accordance
with Canadian securities legislation.
About Centerra
Centerra Gold Inc. is a Canadian -based mining company focused on operating, developing,
exploring and acquiring gold and copper deposits in North America, Türkiye, and other markets
worldwide. Centerra owns and operates the Mount Milligan mine in British Columbia, Canada,
and the Öksüt mine in Türkiye. It also owns several exploration and development assets and
manages a molybdenum business unit with assets in Canada and the United States.
About Midland
Midland targets the excellent mineral potential of Quebec to make the discovery of new world-
class deposits of gold and critical metals. Midland is proud to count on reputable partners such
as BHP Canada Inc., Rio Tinto Exploration Canada Inc., Agnico Eagl e Mines Limited,
Wallbridge Mining Company Ltd, Probe Gold Inc., Electric Elements Mining Corp., SOQUEM
Inc., Nunavik Mineral Exploration Fund, and Abcourt Mines Inc. Midland prefers to work in
partnership and intends to quickly conclude additional agreements in regard to newly acquired
properties. Management is currently reviewing other opportunities and projects to build up the
Corporation portfolio and generate shareholder value.
For further information, please consult Midland’s website or contact:
Gino Roger, President and Chief Executive Officer
Tel.: 450 420-5977
Fax: 450 420-5978
Email: [email protected]
Website: www.midlandexploration.com
Neither 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 release .
Forward-Looking Statements
This news release contains forward -looking statements and forward -looking information (together, “forward -
looking statements”) within the meaning of applicable securities laws. Forward -looking statements include
statements relating to the Corporation’s expectations regarding the amount and projected use of proceeds raised
under the Offering, the closing of the Offering and the timing of such closing, the conclusion of additional
agreements in regard to newly acquired properties , and other estimates and stat ements that describe Midland’s
future plans, objectives or goals, including words to the effect that Midland or management expects a stated
condition or result to occur. All statements, other than statements of historical facts, are forward -looking
statements. Forward -looking statements involve risks, uncertainties and other factors that could cause actual
results, performance, prospects and opportunities to differ materially from those expressed or implied by such
forward-looking statements. Factors that could cause actual results to differ materially from these forward-looking
statements include, without limitation, changes in general economic conditions and conditions in the financial
markets, changes in demand and prices for minerals, failure to obtain t he requisite permits and approvals from
government bodies and third parties, regulatory and governmental policy changes (laws and policies) and those
risks set out in Midland’s public documents, including in each management discussion and analysis, filed o n
SEDAR+ at www.sedarplus.com. Although Midland believes that the assumptions and factors used in preparing
the forward-looking statements are reasonable, undue reliance should not be placed on these statements, which
only apply as of the date of this news release, and no assuranc e can be given that such events will occur in the
disclosed times frames or at all. Except where required by applicable law, Midland disclaims any intention or
obligation to update or revise any forward-looking statement, whether as a result of new information, future events
or otherwise.