Chesapeake Gold Closes $4.4 Million Private Placement with Eric Sprott

Rhea-AI Summary

Chesapeake Gold has completed a non-brokered private placement with Eric Sprott's corporation 2176423 Ontario Ltd. for gross proceeds of $4.44 million. The placement consisted of 3.7 million units priced at $1.20 per unit, with each unit comprising one common share and one-half share purchase warrant. Each warrant is exercisable at $1.65 per share for three years. Following the placement, Sprott's ownership increased from 13.4% to 17.9% of outstanding shares (19.9% on partially diluted basis). The proceeds will fund Chesapeake's proprietary oxidative leach technology advancement, ongoing exploration including the Lucy project, and working capital needs. The securities are subject to a hold period until October 14, 2025.

Positive

• Secured significant funding of $4.44 million for technology development and exploration
• Increased investment from prominent mining investor Eric Sprott demonstrates confidence in company
• Warrants provide potential for additional future funding at $1.65 per share

Negative

• Share dilution for existing shareholders
• Securities subject to hold period until October 14, 2025

Vancouver, British Columbia--(Newsfile Corp. - June 13, 2025) - Chesapeake Gold Corp. (TSXV: CKG) (OTCQX: CHPGF) ("Chesapeake" or the "Company") is pleased to announce the completion of its non-brokered private placement (the "Private Placement") with 2176423 Ontario Ltd., a corporation beneficially owned by Eric Sprott, as the sole investor, as previously announced on June 9, 2025. The Private Placement consisted of a total of 3,700,000 units (the "Units") at a price of $1.20 per Unit for gross proceeds of $4,440,000. Each Unit consists of one common share (a "Share") of the Company and one-half common share purchase warrant (each whole warrant, a "Warrant"). Each Warrant is exercisable for one Share of the Company at a price of $1.65 for a period of three years from the date of issuance.

The net proceeds of the Private Placement will be used to advance the Company's proprietary oxidative leach technology, ongoing exploration, including the Lucy project, and for general working capital.

Mr. Eric Sprott, through 2176423 Ontario Ltd., a corporation which is beneficially owned by him, acquired 3,700,000 Units pursuant to the Private Placement, at $1.20 per Unit for total consideration of $4,440,000. Prior to the Private Placement, Mr. Sprott beneficially owned or controlled 9,183,499 common shares of the Company representing approximately 13.4% of the outstanding common shares of the Company on a non-diluted basis.

As a result of the Private Placement, Mr. Sprott now beneficially owns or controls 12,883,499 common shares, and 1,850,000 warrants representing approximately 17.9% of the outstanding common shares on a non-diluted basis and 19.9% of the outstanding common shares on a partially diluted basis assuming exercise of such Warrants.

The securities are held for investment purposes. Mr. Sprott has a long-term view of the investment and may acquire additional securities of the Company including on the open market or through private acquisitions or sell securities of the Company including on the open market or through private dispositions in the future depending on market conditions, reformulation of plans and/or other relevant factors.

A copy of the early warning report with respect to the foregoing will appear on the Company's profile on SEDAR+ at www.sedarplus.ca and may also be obtained by calling Mr. Sprott's office at (416) 945-3294 (2176423 Ontario Ltd., 7 King Street East, Suite 1106, Toronto Ontario M5C 3C5).

The participation of Eric Sprott in the Private Placement constituted a "related party transaction", within the meaning of TSX Venture Exchange ("TSXV") Policy 5.9 and Multilateral Instrument 61-101 ("MI 61-101"). The Company has relied on the exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of the related party participation in the Private Placement as neither the fair market value (as determined under MI 61-101) of the subject matter of, nor the fair market value of the consideration for, the transaction, insofar as it involved the interested parties, exceeded 25% of the Company's market capitalization (as determined under MI 61-101). Further details will be included in the Company's material change report to be filed. The material change report will not be filed more than 21 days prior to closing of the Private Placement due to the timing of the announcement of the Private Placement and closing occurring in less than 21 days.

The Shares and the Warrants issued in connection with the Private Placement are subject to a hold period expiring on October 14, 2025. The Private Placement is subject to final approval of the TSXV.

The securities described in this news release 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 applicable securities laws of any state of the United States, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (as such term is defined in Regulation S under the U.S. Securities Act) or persons in the United States unless registered under the U.S. Securities Act and any other applicable securities laws of the United States or an exemption from such registration requirements is available. This news release does not constitute an offer to sell or a solicitation of an offer to buy any of these securities within any jurisdiction, including the United States.

For Further Information:

For more information on Chesapeake, its Metates and Lucy Projects or proprietary oxidative leach technology, please visit our website at www.chesapeakegold.com or contact Jean-Paul Tsotsos at invest@chesapeakegold.com or +1 778 731 1362.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.

About Chesapeake

Chesapeake Gold Corp's flagship asset is the Metates Project ("Metates") located in Durango State, Mexico. Metates hosts one of the largest undeveloped gold-silver deposits in the Americas¹ with over 16.77 million ounces of gold at 0.57 grams per tonne (g/t) and 423.2 million ounces of silver at 14.3 g/t within 921.2 million tonnes in the Measured and Indicated Mineral Resource category and a further 2.13 million ounces of gold at 0.47 g/t and 59.0 million ounces of silver at 13.2 g/t within 139.5 million tonnes in the Inferred Mineral Resource category. See the technical report titled "Metates Sulphide Heap Leach Project Phase I" dated January 13, 2023, and news release dated February 22, 2023.

Forward-looking Statements

This news release contains "forward-looking information" which may include, but is not limited to, statements with respect to the use of proceeds of the Private Placement. Forward-looking statements are based on the opinions and estimates of management as of the date such statements are made and are based on various assumptions.

Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Such factors include, among others, the timing and content of work programs; results of exploration activities; results from the Company's proprietary oxidative leach technology; general business, economic, competitive, political and social uncertainties; changes in project parameters as plans continue to be refined; accidents, labour disputes and other risks of the mining industry, and political instability. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. Forward-looking statements contained herein are made as of the date of this news release and the Company disclaims any obligation to update any forward-looking statements, whether as a result of new information, future events or results, except as may be required by applicable securities laws. There can be no assurance that forward-looking statements will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements.

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¹ Mexico's biggest undeveloped gold deposits. Bnamericas. Published Tuesday, November 24, 2020.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/255547

FAQ

What is the size and price of Chesapeake Gold's (CHPGF) private placement with Eric Sprott?

Chesapeake Gold's private placement consists of 3.7 million units at $1.20 per unit, totaling $4.44 million in gross proceeds

How will Chesapeake Gold use the proceeds from the private placement?

The proceeds will be used to advance the company's proprietary oxidative leach technology, fund ongoing exploration including the Lucy project, and for general working capital

What is Eric Sprott's ownership stake in Chesapeake Gold after the private placement?

After the placement, Eric Sprott owns 17.9% of outstanding shares on a non-diluted basis and 19.9% on a partially diluted basis assuming warrant exercise

What are the terms of the warrants included in Chesapeake Gold's private placement?

Each unit includes one-half warrant, with each whole warrant exercisable at $1.65 per share for a three-year period from issuance

When does the hold period for Chesapeake Gold's private placement securities expire?

The securities are subject to a hold period expiring on October 14, 2025