Grande Portage Announces Non-Brokered Private Placement - Pursuant to the Listed Issuer Financing Exemption

Rhea-AI Summary

Grande Portage Resources (GPTRF) has announced a non-brokered private placement offering to raise up to C$2 million through the issuance of 10 million units at C$0.20 per unit. Each unit comprises one common share and one warrant exercisable at C$0.26 for 36 months. The offering is being conducted under the LIFE Exemption with no statutory hold period in Canada. Red Cloud Securities will act as finder, receiving 7% cash compensation and 7% finder warrants exercisable at C$0.20 for 36 months. The proceeds will fund exploration and development of the New Amalga Mine project in Alaska, including a Preliminary Economic Assessment. The offering is expected to close in multiple tranches between June 13 and July 7, 2025, subject to regulatory approvals.

Positive

• Raising up to C$2 million for exploration and development
• No statutory hold period in Canada under LIFE Exemption
• Proceeds will fund Preliminary Economic Assessment for New Amalga Mine project

Negative

• 7% finder's fee and warrants represent additional costs and potential dilution
• Multiple closing tranches may create uncertainty about final raise amount
• Potential dilution from warrant exercise at C$0.26 within 36 months

Not for distribution to United States newswire services or for dissemination in the United States.

VANCOUVER, BC / ACCESS Newswire / June 3, 2025 / Grande Portage Resources Ltd. (TSXV:GPG)(OTCQB:GPTRF)(FSE:GPB) ("Grande Portage" or the "Company") is pleased to announce a non-brokered private placement of up to 10,000,000 units (each, a "Unit") at a price of C$0.20 per Unit for aggregate gross proceeds of up to C$2,000,000 (the "Offering"). The Offering is being carried out pursuant to Part 5A of National Instrument 45-106 - Prospectus Exemptions(the "LIFE Exemption") to purchasers resident in Canada, other than Quebec, and in jurisdictions outside of Canada in compliance with the applicable securities laws of those jurisdictions. There is an offering document (the "Offering Document") related to this Offering that can be accessed under Grande Portage's profile at www.sedarplus.com and on the Company's website at https://grandeportage.com. Prospective investors should read the Offering Document before making an investment decision.

Each Unit will consist of one common share in the capital of the Company (each, a "Common Share") and one Common Share purchase warrant (each, a "Warrant"). Each Warrant will entitle the holder thereof to acquire one additional Common Share at an exercise price of C$0.26 per Common Share for a period of 36 months from the date of issuance.

The Units issued in the Offering will not be subject to any statutory hold period in Canada, subject to limitations prescribed by the LIFE Exemption.

Insiders and certain other existing shareholders of Grande Portage may also subscribe for Units under the Offering.

Red Cloud Securities Inc. (the "Finder") will act as a finder for the Company in respect of the Offering on a best efforts basis. As compensation for its services, the Finder will receive cash compensation equal to 7% of the gross proceeds of the Offering raised by the Finder. The Finder will also receive non-transferable share purchase warrants (the "Finder Warrants") which will entitle the Finder to acquire such number of common shares as is equal to 7% of the number of Units placed by the Finder. The Finder Warrants will be exercisable at a price of $0.20 per share any time for a period of 36 months from the date of issuance.

Grande Portage intends to use the net proceeds of the Offering for furthering the exploration and development of its New Amalga Mine project in Alaska, including commissioning a Preliminary Economic Assessment, as well as general working capital purposes.

The Offering may close in multiple tranches, with the first tranche closing expected to occur on June 13, 2025, and the final closing to occur no later than July 7, 2025. The Offering is subject to certain conditions including, but not limited to, receipt of all necessary approvals including the acceptance of the TSX Venture Exchange.

The securities issued pursuant to the Offering have not, nor will they be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons in the absence of U.S. registration or an applicable exemption from the U.S. 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 the United States or in any other jurisdiction in which such offer, solicitation or sale would be unlawful.

About Grande Portage:

Grande Portage Resources Ltd. is a publicly traded mineral exploration company focused on advancing the New Amalga Mine project, the outgrowth of the Herbert Gold discovery situated approximately 25 km north of Juneau, Alaska. The Company holds a 100% interest in the New Amalga property. The New Amalga gold system is open to length and depth and is host to at least six main composite vein-fault structures that contain ribbon structure quartz-sulfide veins. The project lies prominently within the 160km long Juneau Gold Belt, which has produced over eight million ounces of gold.

The Company's updated NI 43-101 Mineral Resource Estimate (MRE) reported at a base case mineral resources cut-off grade of 2.5 grams per tonne gold (g/t Au) and consists of: an Indicated Resource of 1,438,500 ounces of gold at an average grade of 9.47 g/t Au (4,726,000 tonnes); and an Inferred Resource of 515,700 ounces of gold at an average grade of 8.85 g/t Au (1,813,000 tonnes), as well as an Indicated Resource of 891,600 ounces of silver at an average grade of 5.86 g/t Ag (4,726,000 tonnes); and an Inferred Resource of 390,600 ounces of silver at an average grade of 7.33 g/t silver (1,813,000 tonnes). The MRE was prepared by Dr. David R. Webb, Ph.D., P.Geol., P.Eng. (DRW Geological Consultants Ltd.) with an effective date of July 17, 2024. Additional information on the New Amalga Mine project is available in the technical report titled "Technical Report of the Herbert Gold Property, Juneau District, Southeast Alaska" dated July 17, 2024, which is available under Grande Portage's profile at www.sedarplus.com.

ON BEHALF OF THE BOARD

"Ian Klassen"
Ian M. Klassen
President & Chief Executive Officer
Tel: (604) 899-0106
Email: Ian@grandeportage.com

Cautionary Statement Regarding Forward-Looking Information

This news release includes certain "forward-looking statements" under applicable Canadian securities legislation. Forward-looking statements include estimates and statements that describe the Company's future plans, objectives or goals, including words to the effect that the Company or management expects a stated condition or result to occur. Forward-looking statements may be identified by such terms as "believes", "anticipates", "expects", "estimates", "may", "could", "would", "will", or "plan". . Forward-looking statements or information contained in this release include, but are not limited to, statements or information with respect to: the Offering, including timing, subscribers, and gross proceeds contemplated thereunder, statutory hold periods, and the use of proceeds, and expectations regarding the New Amalga Mine project, including the Company's mineral resources. Since forward-looking statements are based on assumptions and address future events and conditions, by their very nature they involve inherent risks and uncertainties as described in the Company's filings with Canadian securities regulators. These risks, uncertainties and other factors include, among others, the ability to complete the Offering, including the timing and size thereof, ability to obtain all necessary approvals, the final use of proceeds of the Offering, and risks associated with the exploration and development of the New Amalga Mine and our mineral resources. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. The Company disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, other than as required by law.

NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICE PROVIDER (AS THAT TERM IS DEFINED UNDER THE POLICIES OF THE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS NEWS RELEASE

SOURCE: Grande Portage Resources Limited

View the original press release on ACCESS Newswire

FAQ

What is the size and price of Grande Portage's (GPTRF) private placement offering?

Grande Portage is offering up to 10 million units at C$0.20 per unit to raise up to C$2 million in total proceeds.

How will Grande Portage (GPTRF) use the proceeds from the private placement?

The proceeds will be used for exploration and development of the New Amalga Mine project in Alaska, including commissioning a Preliminary Economic Assessment, and general working capital.

What are the terms of the warrants in GPTRF's private placement?

Each warrant allows the purchase of one additional common share at C$0.26 per share for a period of 36 months from issuance.

When is the expected closing date for Grande Portage's (GPTRF) private placement?

The offering will close in multiple tranches, with the first closing expected on June 13, 2025, and final closing no later than July 7, 2025.

What compensation will Red Cloud Securities receive as finder for GPTRF's offering?

Red Cloud Securities will receive 7% cash compensation and 7% finder warrants exercisable at C$0.20 per share for 36 months.