Minnova Corp. Announces Closing of Brokered LIFE Offering for Gross Proceeds of C$4.82 Million

Rhea-AI Summary

Minnova Corp (OTC:AGRDF) closed a brokered private placement raising C$4,820,154 through the sale of 12,900,000 Units at C$0.20 and 9,739,800 flow-through Units at C$0.23.

Each Unit and FT Unit includes one share and one warrant exercisable at C$0.30 until December 3, 2028. Net proceeds are designated for advancement of the PL Gold Mine Project in Manitoba, working capital and general corporate purposes. FT proceeds must be spent on qualifying Canadian exploration expenses by December 31, 2026 and will be renounced effective December 31, 2025.

Red Cloud acted as agent and received C$256,809.24 cash fees plus 1,196,388 broker warrants. FT securities and broker warrants are subject to hold periods expiring April 4, 2026. Closing is subject to final TSXV approval.

Positive

• Gross proceeds raised of C$4.82M
• Proceeds committed to PL Gold Mine Project exploration
• Flow-through funds to be spent by Dec 31, 2026
• Warrants exercisable until Dec 3, 2028

Negative

• Issuance creates potential dilution from 22,639,800 new units and warrants
• Broker fees of C$256,809.24 plus 1,196,388 broker warrants
• FT securities subject to hold period until Apr 4, 2026
• Closing remains subject to TSXV final approval

News Market Reaction – AGRDF

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1 alert

% News Effect

On the day this news was published, AGRDF declined NaN%, reflecting a moderate negative market reaction.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Gross proceeds: C$4,820,154 Units sold: 12,900,000 units at C$0.20 Flow-through units: 9,739,800 FT Units at C$0.23 +5 more

8 metrics

Gross proceeds C$4,820,154 Brokered LIFE and flow-through private placement

Units sold 12,900,000 units at C$0.20 Common share and warrant Units in Offering

Flow-through units 9,739,800 FT Units at C$0.23 Flow-through component of Offering

Warrant exercise price C$0.30 Unit and FT Unit warrants exercisable until December 3, 2028

FT spend deadline December 31, 2026 Deadline to incur qualifying Canadian exploration expenses

Renunciation date December 31, 2025 Effective date for renouncing Qualifying Expenditures to FT investors

Broker cash fee C$256,809.24 Cash compensation to Red Cloud for acting as agent

Broker warrants 1,196,388 warrants at C$0.20 Broker Warrants exercisable until December 3, 2028

Market Reality Check

Price: $0.3800 Vol: Volume 326,800 is 2.34x t...

high vol

$0.3800 Last Close

Volume Volume 326,800 is 2.34x the 20-day average of 139,801, indicating elevated pre-news activity. high

Technical Price 0.125 is trading above the 200-day MA of 0.07, while sitting 51.92% below the 52-week high of 0.26.

Peers on Argus

AGRDF was up 2.4% with elevated volume, while close gold peers like TROYF and KO...

AGRDF was up 2.4% with elevated volume, while close gold peers like TROYF and KOREF were down 2.67% and 1.25% and others were flat, suggesting a stock-specific reaction rather than a broad gold-sector move.

Historical Context

5 past events · Latest: Dec 03 (Neutral)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Dec 03	Equity financing	Neutral	+0.0%	Closed LIFE and flow-through private placement raising C$4.82M.
Oct 21	Mine restart update	Positive	-10.0%	Outlined PL Gold Mine restart plan, drilling expansion, and study timeline.
Sep 11	Trading reinstatement	Neutral	+63.0%	Reinstatement of trading and disclosure of working capital deficiency.
Aug 28	LTIP adoption	Positive	+16.7%	Shareholders approved amended LTIP and company detailed PL Gold Mine plan.
Aug 14	Listing compliance	Negative	+0.0%	Trading halt and notice to meet TSXV Tier 2 continued listing requirements.

Pattern Detected

Operational and corporate development news (mine restart, LTIP, reinstatement) often saw positive or volatile reactions, while the financing-related offering showed a flat immediate response.

Recent Company History

This announcement adds to a series of PL Gold Mine-focused updates. In August–October 2025, Minnova detailed a two-stage development plan, mine restart strategy, and extensive drilling programs, alongside trading halts and reinstatement on the TSXV and a disclosed working capital deficiency of $544,611. The current C$4,820,154 LIFE and flow-through offering funds exploration and advancement of the PL Gold Mine, following earlier guidance that development would be supported by private placements.

Market Pulse Summary

This announcement details the closing of a brokered LIFE and flow-through private placement totaling...

Analysis

This announcement details the closing of a brokered LIFE and flow-through private placement totaling C$4,820,154, with units priced at C$0.20 and flow-through units at C$0.23 plus warrants at C$0.30. Proceeds are earmarked for advancing the PL Gold Mine and qualifying exploration work by December 31, 2026. Investors may watch how efficiently this capital translates into project milestones and whether future updates mirror past volatility around corporate developments.

Key Terms

flow-through share, Canadian exploration expenses, flow-through mining expenditures, National Instrument 45-106, +4 more

8 terms

flow-through share regulatory

"each issued as a "flow-through share" within the meaning of subsection 66(15)"

Flow-through shares are a type of equity where a company transfers the tax deductions from certain qualifying expenses (often exploration or development costs) directly to the investor, who can then claim those deductions on their own tax return. For investors this can reduce taxable income and boost after-tax returns—think of buying stock that also comes with a coupon for future tax savings—so these shares can make financing cheaper for companies and more attractive to tax-aware buyers.

Canadian exploration expenses regulatory

"used by the Company to incur eligible "Canadian exploration expenses" that qualify"

Canadian exploration expenses are costs incurred to look for and evaluate mineral resources in Canada that Canadian tax rules allow to be claimed as deductible exploration spending. Investors care because these expenses can be flowed through as tax benefits or deductions, lowering taxable income for eligible shareholders and effectively acting like a tax rebate that can improve after‑tax returns and reduce a mining company's net capital needs — similar to getting a future tax coupon for money spent today.

flow-through mining expenditures regulatory

"qualify as "flow-through mining expenditures" as both terms are defined"

Flow-through mining expenditures are exploration or development costs that a mining company legally transfers to its investors so those investors can claim the tax deductions instead of the company. Think of it like a company handing investors a coupon that lowers their tax bill in exchange for up-front funding; this makes it easier for miners to raise money for exploration and can affect investor returns, company cash needs, and the attractiveness of the company’s stock.

National Instrument 45-106 regulatory

"In accordance with National Instrument 45-106 - Prospectus Exemptions"

A Canadian securities rule that lets companies sell shares or other investments without a full formal offering document when they meet specific conditions and provide required disclosure; it lays out the different exemptions, who can buy under them, and what information must be given. For investors it matters because these exemptions change how much information and legal protection they get — like buying from a farmer’s market vendor instead of a large supermarket, the potential for higher reward can come with less standardized disclosure and greater risk.

listed issuer financing exemption regulatory

"purchasers pursuant to the listed issuer financing exemption under Part 5A of NI 45-106"

A listed issuer financing exemption is a regulatory allowance that lets a publicly traded company raise money by selling securities without preparing a full, formal prospectus when specific conditions are met. Think of it as a permitted shortcut with guardrails: it speeds access to capital while still requiring certain disclosures and limits, and it matters to investors because it can dilute existing holdings, change ownership stakes, and quickly affect share price and company funding prospects.

accredited investor financial

"FT Units were sold by way of the "accredited investor" and "minimum amount investment" exemptions"

An accredited investor is an individual or entity that meets certain financial criteria, such as having a high income or significant net worth, allowing them to invest in private or less regulated investment opportunities. This status matters because it grants access to investments that are often riskier or less available to the general public, reflecting a higher level of financial knowledge or resources.

hold period regulatory

"subject to a hold period in accordance with applicable Canadian securities law"

A hold period is a specific span of time during which an investor is required or expected to keep a security or asset and cannot freely sell it or realize its value. It matters because it limits liquidity and can affect tax treatment, risk exposure and timing of gains or losses—like a cooling-off or fixed-term commitment that prevents you from quickly cashing out even if market conditions change.

United States Securities Act of 1933 regulatory

"registered under the United States Securities Act of 1933, as amended"

A federal law that requires companies to provide clear, written information when they sell stocks, bonds or other investment securities to the public, and that outlaws misleading claims or fraud in those offerings. It matters to investors because it forces sellers to lay out the key facts — like a detailed menu for an unfamiliar restaurant — so buyers can compare options, understand risks, and rely on a legal framework if important information is omitted or deceptive.

AI-generated analysis. Not financial advice.

Toronto, Ontario--(Newsfile Corp. - December 3, 2025) - Minnova Corp. (TSXV: MCI) ("Minnova" or the "Company"), is pleased to announce the closing of its previously announced "best efforts" private placement (the "Offering") for aggregate gross proceeds of C$4,820,154 from the sale of (i) 12,900,000 units of the Company (each, a "Unit") at a price of C$0.20 per Unit (the "Unit Price"), and (ii) 9,739,800 flow-through units of the Company (each, a "FT Unit") at a price of C$0.23 per FT Unit. Red Cloud Securities Inc. ("Red Cloud") acted as sole agent and bookrunner under the Offering.

Each Unit consists of one common share of the Company (a "Unit Share") and one common share purchase warrant (each, a "Warrant"). Each FT Unit consists of one common share of the Company (each, a "FT Share") and one Warrant each issued as a "flow-through share" within the meaning of subsection 66(15) of the Income Tax Act (Canada). Each Warrant entitles the holder to purchase one common share of the Company at a price of C$0.30 at any time on or before December 3, 2028.

The Company intends to use the net proceeds from the Offering for the exploration and advancement of the Company's PL Gold Mine Project located in Manitoba as well as for working capital and general corporate purposes, as is more fully described in the Amended Offering Document (as herein defined).

The gross proceeds from the sale of FT Shares will be used by the Company to incur eligible "Canadian exploration expenses" that qualify as "flow-through mining expenditures" as both terms are defined in the Income Tax Act (Canada) (the "Qualifying Expenditures") related to the Company's PL Gold Mine Project on or before December 31, 2026. All Qualifying Expenditures will be renounced in favour of the purchasers of the FT Units effective December 31, 2025.

In accordance with National Instrument 45-106 - Prospectus Exemptions ("NI 45-106"), the Units were sold to Canadian purchasers pursuant to the listed issuer financing exemption under Part 5A of 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"). The securities issuable from the sale of the Units are immediately freely tradeable in accordance with applicable Canadian securities legislation for Units sold to purchasers resident in Canada.

The FT Units were sold by way of the "accredited investor" and "minimum amount investment" exemptions under NI 45-106. All securities issuable from the sale of FT Units are subject to a hold period in accordance with applicable Canadian securities law, expiring four months and one day following the issue date, being April 4, 2026.

As consideration for their services in the Offering, Red Cloud received aggregate cash fees of C$256,809.24 and 1,196,388 non-transferable common share purchase warrants (the "Broker Warrants"). Each Broker Warrant is exercisable into one common share of the Company (each, a "Broker Warrant Share") at the Unit Price at any time on or before December 3, 2028. The Broker Warrants and Broker Warrant Shares are subject to a hold period in accordance with applicable Canadian securities law, expiring four months and one day following the issue date, being April 4, 2026.

There is an amended and restated offering document (the "Amended Offering Document") related to the Offering that can be accessed under the Company's profile at www.sedarplus.ca and on the Company's website at: www.minnovacorp.ca.

The closing of the Offering remains subject to the final approval of the TSX Venture Exchange (the "TSXV").

The securities to be offered pursuant to the Offering have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any U.S. state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, United States persons absent registration or any applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This news release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

About Minnova Corp.

Minnova Corp. is a near term gold producer focused on the restart and expansion of its 100%-owned PL Gold Mine in the prolific Flin Flon Greenstone Belt of Central Manitoba. The project is situated on a past-producing mine site and benefits from significant existing infrastructure, including a 1,000 tpd processing plant and valid underground mining permit (Environment Act License 1207E).

A positive 2018 Feasibility Study, based on an underground development plan and a gold price of US$1,250 per ounce, outlined a robust 5-year mine life with an annual production rate of 46,493 ounces. Considering current high gold price Minnova is revising the mine development plan to prioritize lower-cost open pit mining methods for the initial years of production before transitioning to underground methods. The new mine plan leverages the full 1,000 tpd mill capacity and targets reduced operating costs compared to the previous underground-only model. The revised mine development plan is underway and will be the subject of a Preliminary Economic Assessment and Feasibility Study to be completed in 2026.

The current global gold resource remains open to expansion, as does the reserve. The Mineral Resource Estimate will be revised in 2026, using current consensus gold price assumption and will incorporate all drilling conducted after the 2018 Feasibility Study, including the upcoming 15,000-meter drill program scheduled for 2025 and 2026.

Minnova Corp.

Gorden Glenn
President & Chief Executive Officer

For further information, please contact Investor Relations: info@minnovacorp.ca
Visit our website at www.minnovacorp.ca

Forward Looking Statements

Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release. This news release contains certain "forward-looking information" within the meaning of applicable securities laws. Forward looking information is frequently characterized by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate", "may", "will", "would", "potential", "proposed" and other similar words, or statements that certain events or conditions "may" or "will" occur. Forward-looking statements herein includes, but is not limited to, statements that address activities, events or developments that Minnova expects or anticipates will or may occur in the future including statements regarding the intended use of proceeds of the Offering, the tax treatment of the FT Shares and the final approval of the Offering by the TSXV. These statements are only predictions. Forward-looking information is based on the opinions and estimates of management at the date the information is provided, and is subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking information.

For a description of the risks and uncertainties facing the Company and its business and affairs, readers should refer to the Company's Management's Discussion and Analysis. The Company undertakes no obligation to update forward-looking information if circumstances or management's estimates or opinions should change, unless required by law. The reader is cautioned not to place undue reliance on forward-looking information.

NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/276798

FAQ

How much did Minnova (AGRDF) raise in the December 3, 2025 offering?

Minnova raised C$4,820,154 from the sale of Units and flow-through Units.

What will Minnova (AGRDF) use the offering proceeds for?

Net proceeds will fund exploration and advancement of the PL Gold Mine Project, plus working capital and general corporate purposes.

What are the warrant terms issued in Minnova's offering (AGRDF)?

Each warrant allows purchase of one share at C$0.30 exercisable until December 3, 2028.

When must Minnova spend the flow-through funds from the AGRDF offering?

FT proceeds must be incurred as qualifying Canadian exploration expenditures on or before December 31, 2026 and will be renounced effective December 31, 2025.

Are there restrictions on resale for the flow-through units from Minnova (AGRDF)?

Yes; securities from FT Units and broker warrants are subject to a hold period expiring April 4, 2026.

Did Minnova (AGRDF) pay fees to the agent for the offering and what were they?

Agent Red Cloud received C$256,809.24 in cash fees and 1,196,388 broker warrants.