The Conversation (0)
Not for distribution to United States newswire services or for dissemination in the United States
Sokoman Minerals Corp. (TSXV: SIC,OTC:SICNF) (OTCQB: SICNF) (" Sokoman " or the " Company ") is pleased to announce that it has entered into an agreement pursuant to which Canaccord Genuity Corp., as lead underwriter, on behalf of a syndicate of Underwriters to be formed (collectively, the " Underwriters "), in connection with a " bought deal " private placement (the " Offering "). The Company is also pleased to announce that it has secured the commitment of Eric Sprott, an existing major shareholder, to participate in the Offering. The Offering will consist of:
- 53,000,000 common shares of the Company (the " Common Shares ") at a price of C$0.19 per Common Share (the " Common Share Offering Price ") for aggregate gross proceeds of C$10,070,000; and
- 53,000,000 common shares of the Company (the " FT Shares ") that will qualify as "flow-through shares" (within the meaning of subsection 66(15) of the Income Tax Act (Canada) (the " Tax Act ") at a price of C$0.265 per FT Share for aggregate gross proceeds of C$14,045,000. The FT Shares are being distributed on a charity flow through basis.
The Underwriters will have the option exercisable, in whole or in part at any time up to 48 hours prior to the closing of the Offering, to purchase up to an additional 7,950,000 Common Shares at the Common Share Issue Price for additional gross proceeds of $1,510,500.
The Company expects to use the net proceeds from the sale of the Common Shares for property acquisitions as well as working capital and general corporate purposes. The gross proceeds from the sale of the FT Shares will be used to incur Qualifying Expenditures (as defined below).
The Company will use an amount equal to the aggregate gross proceeds raised from the issuance of the FT Shares to incur "Canadian exploration expenses" (as defined in the Tax Act) that will qualify as "flow-through mining expenditures" within the meaning of the Tax Act (the " Qualifying Expenditures "). The Qualifying Expenditures will be incurred on or before December 31, 2026 and will be renounced by the Company to the initial purchasers of the FT Shares with an effective date no later than December 31, 2025.
In the event that the Company is unable to renounce Qualifying Expenditures in an aggregate amount equal to the gross proceeds raised from the issuance of the FT Shares, with an effective date of no later than December 31, 2025, as described above, and/or the Qualifying Expenditures are otherwise reduced by the Canada Revenue Agency, the Company will, to the extent permitted by the Tax Act, indemnify each subscriber of the FT Shares for the additional taxes payable by such subscriber as a result of the Company's failure to renounce the full amount of the Qualifying Expenditures or as a result of the reduction.
Insiders of the Company may participate in the Offering. Any participation by Eric Sprott or other insiders would be considered a "related-party transaction" under Multilateral Instrument 61-101, but is expected to be exempt from the formal valuation and minority shareholder approval requirements on the basis that the fair market value of the consideration does not exceed 25% of the Company's market capitalization. The Offering is expected to close on or about October 29, 2025, or such other date as the Company and the Underwriters may agree and is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory and other approvals including the acceptance of the TSX Venture Exchange.
The Common Shares and FT Shares 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 States 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 Sokoman Minerals Corp.
Sokoman Minerals Corp. is led by an experienced management team and is the dominant explorer along the Valentine Lake Fault zone in Newfoundland, Canada's newest gold district. The Company's primary focus is its 100% owned district-scale Treasure Island Gold Project, along with a portfolio of gold projects, including the district-scale Fleur de Lys Project.
For more information, please contact:
Denis Laviolette, Executive Chairman, CEO & Director
E : denis@sokomanmineralscorp.com
Cathy Hume, VP Corporate Development & Director
T: 416-868-1079 x 251
E: cathy@chfir.com
Website: www.sokomanmineralscorp.com
Twitter : @SokomanMinerals
Facebook : @SokomanMinerals
LinkedIn: @SokomanMineralsCorp
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 release.
Investors are cautioned that trading in the securities of the Company should be considered highly speculative. This news release contains forward-looking statements that involve risks and uncertainties. Forward looking statements in this press release relate to the closing of the Offering and use of proceeds of the Offering. Actual results may differ materially. Factors that may cause results to vary include delays in obtaining necessary approvals, changes in the market for the Company's securities, results of exploration, loss of title to properties, delays in obtaining permits or access to mineral properties, including as a result of adverse weather, fire or flood, changes to the Income Tax Act, rejection of expenditures as Qualifying Expenditures, and factors included in the documents filed from time to time with the Canadian securities regulatory authorities by Sokoman Minerals Corp. Sokoman Minerals Corp. will not update these forward-looking statements to reflect events or circumstances after the date hereof, except as required by law.
