Minera Alamos' Previously Announced Bought Deal Private Placement Is Fully Allocated

Rhea-AI Summary

Minera Alamos (TSXV: MAI) has successfully closed the order book for its previously announced C$110 million private placement due to strong institutional investor demand. The offering, led by Stifel Canada and other major underwriters, includes a C$25 million Underwriters' Option.

The company will use the proceeds to acquire Calibre USA Holdings from Equinox Gold Corp. for $115 million, comprising $90 million in cash and $25 million in equity. The acquisition includes the Pan Gold Mine, Gold Rock Project, and Illipah Project in Nevada. The offering is expected to close in mid-September, with Equinox's ownership capped at 9.99% of outstanding shares.

Positive

• None.

Negative

• Significant dilution through C$110 million equity raise
• Large cash commitment of $90 million for acquisition
• Additional working capital requirements needed for Pan complex operations

All dollar amounts are in US dollars unless otherwise specified.

Toronto, Ontario--(Newsfile Corp. - August 14, 2025) - Minera Alamos Inc. (TSXV: MAI) ("Minera Alamos" or the "Company") is pleased to announce that, further to its press release of August 7, 2025, as a result of overwhelmingly strong investor demand, it has closed the order book for its previously announced C$110 million private placement (the "Offering"). The Underwriters, led by Stifel Canada as sole bookrunner and including BMO Capital Markets, Desjardins Capital Markets and National Bank Financial Inc., have received indications of interest for the full amount of the Offering, including the C$25 million Underwriters' Option.

"We were very pleased to see such strong institutional investor demand for this private placement, which underscores the confidence investors have in Minera Alamos and our ability to deliver shareholder value. The funds raised from this Offering will enable us to complete the acquisition of the Pan Complex mining assets in Nevada and transform the trajectory for the Company," commented Darren Koningen, Chief Executive Officer of Minera Alamos.

Incoming Chairman Jason Kosec added, "The acquisition of Pan and Gold Rock will strengthen the Company and reflect well for the industry by providing more robust opportunities for investment dollars. I would like to thank the investors for their support, which will allow us to bring our vision of building the next Americas-focused growing gold producer to life and we look forward to closing both the financing and the acquisition."

The Company will use the net proceeds from the Offering to acquire Calibre USA Holdings Ltd. ("Calibre USA") from Equinox Gold Corp. ("Equinox") for total consideration of $115 million (the "Transaction"), of which $90 million is in cash and $25 million is equity consideration, subject to adjustment. Equinox will not hold more than 9.99% of the issued and outstanding common shares of the Company once the Transaction is completed. Calibre USA holds a 100% economic interest in the producing Pan Gold Mine, Gold Rock Project and Illipah Project located in Nevada, U.S.

Closing of the Offering is expected to occur in mid-September. The net proceeds from the Offering will be used to pay the cash consideration due to Equinox in the Transaction, with any remainder to be used for working capital required to support operations at the Pan complex.

Please see the Company's press release dated August 7, 2025, for complete details of the Offering and the Transaction.

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

ADVISORS & COUNSEL

Stifel Canada is acting as financial advisor to Minera Alamos, with Gowling WLG acting as legal advisors to the Company in relation to the Transaction and the Offering, respectively.

CONTACT INFORMATION

Jason Kosec, Incoming Chairman
jason@revyltd.com
250-552-7424

Darren Koningen, CEO
dkoningen@mineraalamos.com
416-991-4941

ABOUT MINERA ALAMOS

Minera Alamos is a gold production and development Company. The Company has a portfolio of high-quality Mexican assets, including the 100%-owned Santana open-pit, heap-leach mine in Sonora that is currently going through the start-up of operations at the new Nicho Main deposit. The 100%-owned Cerro de Oro oxide gold project in northern Zacatecas has considerable past drilling and metallurgical work completed and the proposed mining project is currently being guided through the permitting process by the Company's permitting consultants. The La Fortuna open pit gold project in Durango (100%-owned) has a positive, robust PEA completed, and the main Federal permits are in place. Minera Alamos is built around its operating team that together brought three open pit heap leach gold mines into successful production in Mexico over the last 14 years.

The Company's strategy is to develop very low capex assets while expanding the projects' resources and continuing to pursue complementary strategic acquisitions.

Caution Regarding Forward-Looking Information

This press release includes certain "forward-looking information" within the meaning of applicable Canadian securities legislation. All information herein, other than information of historical fact, constitutes forward-looking information. Forward-looking information is frequently, but not always, identified by words such as "expects", "anticipates", "believes", "intends", "estimates", "potential", "possible", and similar expressions, or statements that events, conditions, or results "will", "may", "could", or "should" occur or be achieved. This information is based on information currently available to Minera Alamos and Minera Alamos provides no assurance that actual results will meet management's expectations. Forward-looking information in this press release includes, but is not limited to: statements with respect to the proposed use of proceeds of the Offering; statements concerning future exploration plans at the Company's mineral projects; the Company's proposed business strategy; and the development and condition of the Company's mining assets; the Offering size; the completion of Transaction and the Offering; the consideration payable under the Transaction; the expected closing dates of the Transaction and the Offering; the appointment of Jason Kosec to the chairmanship of the Company; future production, operations and growth and a result of the Transaction; and the proceeds to be received from the Offering.

The forward-looking information is based on assumptions and addresses future events and conditions that, by their very nature involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated in forward-looking information for many reasons. Minera Alamos' financial condition and prospects could differ materially from those currently anticipated in forward-looking information for many reasons such as: an inability to complete the Transaction; and inability to complete the Offering; an inability to receive requisite permits for mine operation, exploration or expansion; an inability to finance and/or complete updated resource and reserve estimates and technical reports which support the technical and economic viability of mineral production; changes in general economic conditions and conditions in the financial markets; changes in demand and prices for minerals; litigation, legislative, environmental and other judicial, regulatory, political and competitive developments; technological and operational difficulties encountered in connection with Minera Alamos' activities; and other matters discussed in this press release and in filings made with securities regulators. This list is not exhaustive of the factors that may affect any of Minera Alamos' forward-looking information. These and other factors should be considered carefully, and readers should not place undue reliance on Minera Alamos' forward-looking information. Minera Alamos does not undertake to update any forward-looking information that may be made from time to time by Minera Alamos or on its behalf, except in accordance with applicable securities laws.

The Company does not have a feasibility study of mineral reserves, demonstrating economic and technical viability for the Santana project, and, as a result, there may be an increased uncertainty of achieving any particular level of recovery of minerals or the cost of such recovery, including increased risks associated with developing a commercially mineable deposit. Historically, such projects have a much higher risk of economic and technical failure.

NEITHER 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.

THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT INTENDED FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/262550

FAQ

What is the size of Minera Alamos' (MAIFF) private placement offering?

The private placement offering is C$110 million, including a C$25 million Underwriters' Option, and has been fully allocated due to strong investor demand.

How much is Minera Alamos paying for the Calibre USA acquisition?

Minera Alamos is paying $115 million total, consisting of $90 million in cash and $25 million in equity consideration to Equinox Gold Corp.

What assets will Minera Alamos acquire in the Calibre USA transaction?

The company will acquire the Pan Gold Mine (producing), Gold Rock Project, and Illipah Project, all located in Nevada, U.S.

When will Minera Alamos close the private placement?

The private placement is expected to close in mid-September 2025.

What is the maximum ownership stake Equinox will hold in Minera Alamos after the transaction?

Equinox will not hold more than 9.99% of the issued and outstanding common shares of Minera Alamos after the transaction is completed.