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/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/
Minaurum Gold Inc. ("Minaurum" or the "Company") (TSXV: MGG,OTC:MMRGF) (OTCQX: MMRGF) is pleased to announce that in connection with its previously announced "best efforts" private placement, the Company and Cormark Securities Inc. ("Cormark"), on behalf of itself and on behalf of a syndicate investment dealers (collectively, the "Agents"), have agreed to increase the size of the previously announced private placement to up to C$20.0 million (the "Offering").
The Offering will consist of the issuance and sale of 55,555,554 units of the Company (the "Units") at a price of C$0.36 per Unit (the "Issue Price"). Each Unit will consist of one common share of the Company (each, a "Unit Share") and one-half of one common share purchase warrant (each whole warrant, a "Warrant"). Each Warrant shall entitle the holder thereof to purchase one common share of the Company (each, a "Warrant Share") at a price of C$0.50 on the date that is 24 months following the Closing Date (as defined below).
The Units will be offered for sale by way of private placement as follows;
| (i) | up to 43,888,888 Units to be issued pursuant to Part 5A as amended by Coordinated Blanket Order 45-935 – Exemptions from Certain Conditions of the Listed Issuer Financing Exemption (the "Listed Issuer Financing Exemption") of National Instrument 45-106 – Prospectus Exemptions ("NI-45-106") in each of the Provinces of Canada other than the Province of Quebec; and |
| (ii) | up to 11,666,666 Units to be issued pursuant to available exemptions from the prospectus requirements under National Instrument 45-106 − Prospectus Exemptions, other than the Listed Issuer Financing Exemption (the "Non-LIFE Exemptions"). |
The Company has granted the Agents an option, exercisable in whole or in part, at any time prior to Closing Date, to sell up to an additional 13,888,888 Units for additional gross proceeds of up to approximately C$5,000,000 using the Non-Life Exemptions.
The Company intends to use 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 offering document relating to the portion of the Offering using the Listed Issuer Financing Exemption.
The Agents will be entitled to offer the Units for sale in each of the Provinces of Canada, the United States pursuant to available exemptions from the registration requirements of the United States Securities Act of 1933, as amended, and in certain other jurisdictions outside of Canada and the United States provided it is understood that no prospectus filing or comparable obligation, ongoing reporting requirement or requisite regulatory or governmental approval arises in such other jurisdictions. The Units issued pursuant to the Listed Issuer Financing Exemption will not be subject to a hold period in Canada. The Units issued pursuant to the Non-Life Exemptions will be subject to a hold period in Canada of 4 months and one day following the closing of the Offering.
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.
There is an offering document with respect to the portion of the Offering being conducted pursuant to the Listed Issuer Financing Exemption that can be accessed under the Company's profile at www.sedarplus.ca and the Company's website at minaurum.com. Prospective investors of Units issued under the Listed Issuer Financing Exemption should read this offering document before making an investment decision.
The Offering is expected to close on or about December 11, 2025, or on such other date as may be agreed to by the Company and the Agents, subject to compliance with applicable securities laws (the "Closing Date"). Notwithstanding the foregoing, the closing of any Units issued pursuant to the Listed Issuer Financing Exemption must occur no later than the 45th day following the date of this news release.
The completion of the Offering is subject to customary conditions, including, but not limited to, the negotiation of an agency agreement between the parties with respect to the Offering and the receipt of all necessary approvals, inclusive of (if applicable) the approval of the TSX Venture Exchange.
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Minaurum Gold Inc. (MGG | TSX Venture Exchange; MMRGF | OTC; 78M Frankfurt) 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
The TSX Venture Exchange does not accept 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 timing of closing of the Offering or at all; the anticipated terms of the Units and the Warrants; the anticipated use of the net proceeds of the Offering; and the anticipated receipt of all necessary approvals in respect of the Offering are forward-looking statements and contain forward-looking information. 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 Offering will close on the anticipated timeline or at all; that the Units and the Warrants will have the anticipated terms; that the Company will use the net proceeds of the Offering as anticipated; and that the Company will receive all necessary approvals in respect of the Offering. 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.
SOURCE Minaurum Gold Inc.
View original content: http://www.newswire.ca/en/releases/archive/December2025/03/c2850.html
