Minaurum Gold Inc. Announces Closing of Brokered Private Placement for Gross Proceeds of C$25M, Including Exercise in Full of Agents' Option
Minaurum Gold Inc. Announces Closing of
Brokered Private Placement for Gross
Proceeds of C$25M, Including Exercise in Full
of Agents' Option
Vancouver, British Columbia--(Newsfile Corp. - December 11, 2025) - Minaurum Gold Inc. (TSXV:
MGG) (OTCQX: MMRGF) ("
Minaurum
" or the "
Company
") is pleased to announce that it has
completed its previously announced "best efforts" private placement (the "
Offering
") of 69,444,442 units
of the Company (the "
Units
") at a price of C$0.36 per Unit for gross proceeds of approximately
C$25,000,000, which included the exercise in full of the agents' option. Each Unit consists of one
common share of the Company ("
Common Shares
") and one-half of one Common Share purchase
warrant (each whole warrant, a "
Warrant
"). Each Warrant entitles the holder thereof to purchase one
Common Share (each, a "
Warrant Share
") at a price of C$0.50 at any time on or before December 11,
2027.
Cormark Securities Inc. ("
Cormark
") acted as lead agent and sole bookrunner in connection with the
Offering, on behalf of itself and a syndicate of agents including Beacon Securities Limited and
Canaccord Genuity Corp. (collectively with Cormark, the "
Agents
"). In consideration for the services
provided by the Agents in connection with the Offering, the Company paid the Agents a cash
commission of C$1,423,354.76 and issued to the Agents 3,953,761 Common Share purchase warrants
(the "
Broker
Warrants
") on closing of the Offering. Each Broker Warrant entitles the holder thereof to
acquire one Common Share at a price of C$0.36 at any time on or before December 11, 2027. The
Broker Warrants and underlying Common Shares are subject to a statutory hold period expiring on April
12, 2026. In addition, the Company paid a cash fee of C$11,249.99 and issued 31,250 Broker Warrants
to an arm's length finder in connection with the Offering.
The Company intends to use the net proceeds from the Offering for exploration expenditures and
completion of a phase II drill program on the Company's Alamos silver project, for property related
expenditures and for general working capital purposes, all as further described in the amended and
restated offering document of the Company dated December 3, 2025 and filed on the Company's profile
on SEDAR+ at
www.sedarplus.ca
, and in Minaurum's news release dated December 5, 2025.
The Units were sold by way of private placement as follows:
i
.
43,888,888 Units issued to purchasers in Canada pursuant to the listed issuer financing exemption
under Part 5A.2 of National Instrument 45-106 -
Prospectus Exemptions
("
NI 45-106
"), as
amended by Coordinated Blanket Order 45-935 -
Exemptions from Certain Conditions of the
Listed Issuer Financing Exemption
(the "
Listed Issuer Financing Exemption
") and to
purchasers in certain jurisdictions outside of Canada pursuant to applicable exemptions from
prospectus or registration requirements; and
ii
.
25,555,554 Units issued to purchasers in Canada pursuant to available exemptions from the
prospectus requirements under NI 45-106 other than the Listed Issuer Financing Exemption (the
"
Non-LIFE Exemptions
"), and to purchasers in certain jurisdictions outside of Canada pursuant
to applicable exemptions from prospectus or registration requirements.
The Units issued pursuant to the Listed Issuer Financing Exemption, together with the underlying
securities, are not subject to a hold period in Canada. The Units issued pursuant to the Non-LIFE
Exemptions, together with the underlying securities, are subject to a statutory hold period in Canada,
expiring on April 12, 2026.
The securities described herein have not been and will not be registered under the United States
Securities Act of 1933, as amended, or any U.S. state securities laws, and may not be offered or sold in
the United States absent registration or available exemptions from such registration requirements. This
news release does not constitute an offer to acquire securities in any jurisdiction.
Each of Kesa Capital Ltd., a company beneficially controlled by Darrell Rader, President, Chief
Executive Officer and a director of the Company, Jasmine Lau, Chief Financial Officer of the Company,
and Stephen Maynard, VP Exploration of the Company (collectively, the "
Insiders
"), purchased an
aggregate of 191,222 Units under the Offering. The Insiders' participation is considered to be a "related
party transaction" as defined under Multilateral Instrument 61-101 -
Protection of Minority Security
Holders in Special Transactions
("
MI 61-101
"). The Insiders' participation in the Offering is exempt from
the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair
market value of the securities to be distributed in the Offering nor the consideration to be received for
those securities, in so far as the Offering involves the Insiders, exceeds 25 per cent of the Company's
market capitalization. The Company did not file a material change report more than 21 days before the
expected closing of the Offering as the details of the Offering and the participation therein by related
parties of the Company were not settled until shortly prior to closing and the Company wished to close on
an expedited basis for sound business reasons.
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Minaurum Gold Inc. (TSXV: MGG) (OTCQX: MMRGF) (FSE: 78M)
is an Americas-focused explorer
concentrating on the high-grade 100% owned, production-permitted Alamos silver project in southern
Sonora, Mexico and a portfolio of district-scale projects in Mexico. Minaurum is managed by one of the
strongest technical and finance teams and will continue its founders' legacy of creating shareholder value
by acquiring and developing a pipeline of Tier-One precious-and base metal projects.
ON BEHALF OF THE BOARD
"Darrell A. Rader"
Darrell A. Rader
President and CEO
For more information, please contact:
Sunny Pannu - Investor Relations and Corporate Development Manager
(778) 330 0994 or via email at
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 news release.
Cautionary Note Regarding Forward-Looking Information
: This news release contains "forward-
looking information" within the meaning of applicable Canadian securities legislation. "Forward-
looking information" includes, but is not limited to, statements with respect to activities, events or
developments that the Company expects or anticipates will or may occur in the future, including,
without limitation, the anticipated use of the net proceeds of the Offering. Generally, but not always,
forward-looking information and statements can be identified by the use of words such as "plans",
"expects", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", or
"believes" or the negative connotation thereof or variations of such words and phrases or state that
certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be
achieved" or the negative connotation thereof.
In making the forward-looking information in this release, Minaurum has applied certain factors and
assumptions that are based on Minaurum's current beliefs as well as assumptions made by and
information currently available to Minaurum including, among other things, that the Company will use
the net proceeds of the Offering as anticipated. Although Minaurum considers these assumptions to
be reasonable based on information currently available to it, they may prove to be incorrect, and the
forward-looking information in this release is subject to numerous risks, uncertainties and other factors
that may cause future results to differ materially from those expressed or implied in such forward-
looking information.
Readers are cautioned not to place undue reliance on forward-looking information. Minaurum does
not intend, and expressly disclaims any intention or obligation to, update or revise any forward-looking
information whether as a result of new information, future events or otherwise, except as required by
law.
Not for distribution to United States newswire services or for dissemination in the United
States. Not an offer of securities for sale in the United States
To view the source version of this press release, please visit
https://www.newsfilecorp.com/release/277704