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Exploits Discovery Corp. (CSE: NFLD) (OTCQB: NFLDF) (FSE: 634) (the "Company" or "Exploits") is pleased to announce that it proposes to undertake a non-brokered, structured Québec charity flow-through private placement (the "Charity FT Financing") led by SIDEX L.P. ("SIDEX") and NQ Investissement minier ("NQIM", and together with SIDEX, the "Québec Funds"). The Company also announces that it proposes to undertake an additional non-brokered flow-through private placement for gross proceeds of up to $500,000 (the "FT Financing").
"We are very pleased to have SIDEX and NQIM as key partners in this Québec charity flow-through financing," said Jeff Swinoga, President and CEO of Exploits. "Their support is a strong endorsement of our Québec exploration strategy and the quality of our project pipeline. On behalf of our Board and team, I sincerely thank SIDEX and NQIM for their confidence in Exploits, and we look forward to using these funds for our winter diamond drill program at Fenton as well as other exploration activities to advance our Quebec based gold properties."
Charity FT Financing Highlights
- The Charity FT Financing is expected to result in gross proceeds to the Company of up to $1,450,000 through the issuance of flow-through common shares of the Company (the "Charity FT Shares") at a price of $0.087 per Charity FT Share.
- The Charity FT Financing is structured with a hard-dollar back-end subscription of $1,000,000 (the "Back-End"), led by the Québec Funds. The Company expects the charity flow-through structure to provide the Company with an effective premium relative to the Back-End subscription amount.
- The Charity FT Financing is expected to close on or about Wednesday, December 24, 2025, subject to customary closing conditions, including receipt of all required regulatory approvals, including approval of the Canadian Securities Exchange (the "CSE").
Each Charity FT Share will qualify as a "flow-through share" within the meaning of subsection 66(15) of the Income Tax Act (Canada) (the "Tax Act") and, to the extent applicable, under Québec tax legislation.
FT Financing
- The FT Financing is expected to result in gross proceeds of up to $500,000 through the issuance of flow-through common shares of the Company (the "FT Shares") at a price of $0.075 per FT Share.
- The FT Financing is expected to close on or about Wednesday, December 24, 2025, and may close in one or more tranches, subject to customary closing conditions, including receipt of all required regulatory approvals, including approval of the CSE.
- The FT Shares will qualify as "flow-through shares" within the meaning of the Tax Act.
The Company intends to use an amount equal to the gross proceeds from the Charity FT Financing to incur eligible "Canadian exploration expenses" that qualify as "flow-through mining expenditures" (as both terms are defined in the Tax Act) (the "Qualifying Expenditures") in Québec in connection with the Company's exploration portfolio, including advancement activities on its Québec gold projects.
The Company intends to use an amount equal to the gross proceeds from the FT Financing to incur Qualifying Expenditures in Canada, including Québec and Ontario, in connection with the Company's exploration portfolio, including advancement activities on its Québec and Ontario gold projects.
The Qualifying Expenditures will be incurred on or before December 31, 2026, and the Company will renounce the Qualifying Expenditures to the subscribers of the Charity FT and FT Shares 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 Charity FT Shares and FT Shares.
All securities issued pursuant to the Charity FT Financing and the FT Financing will be subject to a hold period of four months and one day from the date of issuance, in accordance with applicable Canadian securities laws. The Company may pay finder's fees in connection with the Charity FT Financing and the FT Financing in accordance with the policies of the CSE.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States of America. The securities have not been and will not be registered under the United States Securities Act of 1933 (the "1933 Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons (as defined in the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration is available.
About SIDEX
SIDEX is an initiative of the Québec government and the Fonds de solidarité FTQ. Its mission is to invest in companies engaged in mineral exploration in Québec in order to diversify the province's mineral base, to promote innovation and to encourage new entrepreneurs.
About NQIM
NQ Investissement Minier (NQIM) is a Matagami-based regional investment fund dedicated to mining development in Northern Quebec. The fund offers financial support and strategic expertise to exploration companies, with investments guided by a sustainable and responsible approach, promoting positive spin-offs for local and aboriginal communities.
About Exploits Discovery Corp.
Exploits Discovery is a Canadian gold exploration company focused on advancing a portfolio of high-grade gold projects in Québec and Ontario. The Company's core assets include the Fenton, Wilson, and Benoist projects in Québec and the Hawkins project in Ontario. Exploits is committed to disciplined capital allocation, systematic exploration, and creating shareholder value through discovery and resource growth.
On Behalf of the Board
/s/ "Jeff Swinoga"
President and CEO
+1 (778) 819-2708
investors@exploits.gold
https://exploitsdiscovery.com
Neither the Canadian Securities Exchange nor its Regulation Service Provider (as the term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this news release.
Forward-Looking Statements
This news release contains certain forward-looking statements, which relate to future events or future performance and reflect management's current expectations and assumptions. Such forward-looking statements reflect management's current beliefs and are based on assumptions made by and information currently available to the Company. Readers are cautioned that these forward-looking statements are neither promises nor guarantees, and are subject to risks and uncertainties that may cause future results to differ materially from those expected including, but not limited to, market conditions, availability of financing, actual results of the Company's exploration and other activities, environmental risks, future metal prices, operating risks, accidents, labor issues, delays in obtaining governmental approvals and permits, and other risks in the mining industry. All the forward-looking statements made in this news release are qualified by these cautionary statements and those in our continuous disclosure filings available on SEDAR+ at www.sedarplus.ca. These forward-looking statements are made as of the date hereof and the Company does not assume any obligation to update or revise them to reflect new events or circumstances save as required by applicable law.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/278511
