Midnight Sun Announces C$10 Million “Bought Deal” Life Offering and Private Placement of Units
/ NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE
UNITED STATES /
MIDNIGHT SUN ANNOUNCES C$10 MILLION “BOUGHT
DEAL” LIFE OFFERING AND PRIVATE PLACEMENT OF UNITS
Vancouver, British Columbia, October 2nd, 2025 – Midnight Sun Mining Corp. (TSXV:MMA,
OTC:MDNGF) (“Midnight Sun” or the “Company”) is pleased to announce that it has entered into an
agreement with Haywood Securities Inc. (“Haywood”), as lead underwriter and sole bookrunner, on
its own behalf and on behalf of a syndicate of underwriters (together with Haywood, the
“Underwriters”), pursuant to which the Un derwriters have agreed to purchase, on a "bought deal"
basis, 7,408,000 units of the Company (the “Units”) at a price per Unit of C$1.35 (the “Issue Price”) for
aggregate gross proceeds to the Company of C$10,000,800 (the “Offering”), to be issued and sold to
eligible purchasers pursuant to: (i) private plac ement exemptions in accordance with National
Instrument 45-106 – Prospectus Exemptions (“NI 45-106 ”) (the “Private Placement Exemptions ”);
and/or (ii) the ‘listed issuer financing exemption’ under Part 5A of NI 45-106 and Coordinated Blanket
Order 45-935 – Exemptions from Certain Conditions of the Listed Issuer Financing Exemption (the
“LIFE Exemption”), in any combination thereof.
Each Unit will consist of one common shar e in the capital of the Company (a “Common Share”) and
one-half of one common share purchase warrant of the Company (each whole purchase warrant, a
“Warrant”). Each Warrant will entitle the holder thereof to acquire one common share in the capital
of the Company (a “Warrant Share”) at a price per Warrant Share of C$2.00 for a period of 24 months
from the Closing Date (as defined herein).
The Company has agreed to grant the Underwriters an option (the “ Underwriters’ Option”) to
p u r c h a s e u p t o a n a d d i t i o n a l 1 5 % o f t h e O f f e r i n g in Units at the Issue Price for additional gross
proceeds to the Company of up to C$1,500,120.
The net proceeds from the sale of the Units will be used by the Company for advancing exploration
across the Company’s Zambian exploration projects and for working capital and general corporate
purposes.
The Units to be issued under the Offering pursuant to the LIFE Exemption will be offered to purchasers
in each of the provinces of Canada, except Québec , and will not be subject to resale restrictions
pursuant to applicable Canadian securities laws.
The Units to be issued under the Offering pursua nt to the Private Placement Exemptions will be
subject to a hold period in Canada expiring four months and one day from the closing date of the
Offering.
There is an offering document related to the Offering of Units that can be accessed under the
Company’s issuer profile at www.sedarplus.ca and on the Company’s website at
www.midnightsunmining.com. Prospe ctive investors should read this offering document before
making an investment decision concerning the Units. The Units to be issued and sold under the
Offering pursuant to the LIFE Ex emption will not be subject to re sale restrictions pursuant to
applicable Canadian securities laws.
The Offering is expected to close on or about October 28, 2025 and is subject to certain closing
conditions including, but not limited to, the receipt of all necessary approvals including the conditional
listing approval of the TSX Venture Exchange (“ TSXV”) and the applicable securities regulatory
authorities. The Offering is subject to final acceptance of the TSXV.
In consideration for their services, the Compan y has agreed to pay the Underwriters a cash
commission equal to 6.0% of the gross proceeds fr om the Offering and issu e to the Underwriters
transferable compensat ion options (the “ Compensation Options ”) entitling the Underwriters to
purchase up to that number of Common Shares as is equal to 6.0% of the aggregate number of Units
sold under the Offering at a price per such Common Share that is equal to the Issue Price for a period
of 24 months from the closing date of the Offering.
The Units have not been registered and will not be registered under the U.S. Securities Act of 1933, as
amended, and may not be offered or sold in the United St ates absent registration or an applicable
exemption from the registration requirements. This press release shall not constitute an offer to sell
or the solicitation of an offer to buy nor shall there be any sale of the securities in any State in which
such offer, solicitation or sale would be unlawful.
About Midnight Sun
Midnight Sun is focused on exploring our flagship Solwezi Project, located in Zambia. Situated in the
heart of the Zambia-Congo Copperbelt, the second largest copper producing region in the world, our
property is vast and highly prospective. Our Solwezi Project is surrounded by producing copper mines,
including Africa’s largest copper mining complex right next door, First Quantum’s Kansanshi Mine. Led
by an experienced geological team with multiple discoveries and mines around the world to their
credit, Midnight Sun’s goal is to find and develop Zambia’s next generational copper deposit.
ON BEHALF OF THE BOARD OF MIDNIGHT SUN MINING CORP.
Al Fabbro
President & CEO
For Further Information Contact:
Adrian O’Brien
VP Business Development and Communications
Tel: +1 604 809 6890
NEITHER THE 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.
This news release contains “forward -looking statements” within the meaning of the applicable Canadian
securities legislation that are based on expectations , estimates, assumptions, geological theories, and
projections as at the date of this news release. The information in this news release about any information
herein that is not a historical fact may be “forwa rd looking statements.” Any statement that involves
discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions,
future events or performance (which may, but not always, include phrases such as “anticipates”, “plans”,
“scheduled”, “believed” or “intends” or variations of such words and phrases or stating that certain actions,
events or results “may” or “could”, “would”, “might” or “will” be taken to occur or be achieved) including
statements regarding the Company’s plans with respect to the Company’s projects and the timing related
thereto, the merits of the Company’s projects, the Company’s objectives, plans and strategies, the Offering,
the listing of the Shares and Warrant Shares on the TSX Venture Exchange, the use of proceeds of the Offering
and other matters are not statements of historical fact and may be forward-looking statements and are
intended to identify forward-looking statements.
Although the forward-looking statements contained in this news release are based upon what management
believes, or believed at the time, to be reasonable assumptions, the Company ca nnot assure readers that
actual results will be consistent with such forward-lo oking statements, as there may be other factors that
cause results not to be as anticipated, estimated or intended. Such factors include, among others, with
respect to the Offering, the conditions of the financial markets, timeliness of completion of the Offering, and
the timing of TSX Venture Exchange approval; and with respect to the use of proceeds, the availability of
drills and personnel, weather, the speculative nature of mineral exploration and development, fluctuating
commodity prices, risks relating to the timing and ab ility of the Company to obtain and the timing of the
approval of relevant regulatory bodies, if at all; risks relating to property interests; risks related to access to
the project; risks inherent in mineral exploration, including the fact that any particular phase of exploration
may be unsuccessful; the availability of contractors; geo-political risks; the global economic climate; metal
prices; environmental risks; political risks; and comm unity and non-governmental actions, as described in
more detail in our recent securiti es filings available at www.sedarplu s.ca Further to this, geological
similarities or characteristics are not guarantees or certainties of successful exploration. Neither the
Company nor any other person assumes responsibility for the accuracy and completeness of any such
forward-looking statements. The Co mpany does not undertake, and assumes no obligation, to update or
revise any such forward-looking statements or forward-looking information contained herein to reflect new
events or circumstances, except as may be required by law.