Minaurum Gold Inc. Announces Closing of Brokered Private Placement for Gross Proceeds of C$25M, Including Exercise in Full of Agents' Option

Minaurum Gold (OTCQX: MMRGF) closed a brokered private placement on December 11, 2025 raising gross proceeds of C$25.0M through issuance of 69,444,442 Units at C$0.36 per Unit.

Rhea-AI Summary

Minaurum Gold (OTCQX: MMRGF) closed a brokered private placement on December 11, 2025 raising gross proceeds of C$25.0M through issuance of 69,444,442 Units at C$0.36 per Unit. Each Unit includes one share and one-half warrant; each whole warrant is exercisable at C$0.50 until December 11, 2027.

The company paid a cash commission of C$1,423,354.76, issued 3,953,761 Broker Warrants exercisable at C$0.36 until December 11, 2027, and issued 31,250 Broker Warrants to a finder. Net proceeds are earmarked for exploration, completion of a phase II drill program at the Alamos silver project, property expenditures and working capital. Insider purchases totaled 191,222 Units. Certain securities are subject to a statutory hold period expiring April 12, 2026.

Positive

• Gross proceeds of C$25.0M raised
• 69,444,442 Units issued at C$0.36 per Unit
• Proceeds allocated to phase II Alamos drill program
• Insiders purchased 191,222 Units (related‑party participation)

Negative

• Issued 3,953,761 Broker Warrants exercisable at C$0.36 (future dilution)
• Each Unit includes warrants exercisable at C$0.50 until Dec 11, 2027 (potential dilution)
• Paid C$1,423,354.76 cash commission to Agents (transaction cost)

Argus Dec 11 session

+7.20% close to close Open Argus

Details

News Market Reaction – MMRGF

On Dec 11, the day this news came out, MMRGF closed 7.20% above the previous close.

Data tracked by StockTitan Argus for the Dec 11 session.

Key Figures

Gross proceeds: C$25,000,000 Units issued: 69,444,442 Units Unit price: C$0.36 per Unit +5 more

Gross proceeds

C$25,000,000

Brokered private placement Offering

Units issued

69,444,442 Units

Total Units sold in the Offering

Unit price

C$0.36 per Unit

Offering price for each Unit

Warrant exercise price

C$0.50 per Warrant Share

Exercise price until December 11, 2027

Agents’ commission

C$1,423,354.76

Cash commission paid to the Agents

Broker Warrants to Agents

3,953,761 Broker Warrants

Broker Warrants at C$0.36, expiring December 11, 2027

LIFE Units

43,888,888 Units

Issued under Listed Issuer Financing Exemption

Non‑LIFE Units

25,555,554 Units

Issued under other NI 45‑106 exemptions

Historical Context

5 past events · Latest: Fri 05

5 events

1. Fri 05

   Drill program expansion

   24h Move

   +3.7%

   Expanded Phase II drill program to 50,000 m at Alamos project.

2. Wed 29

   Drill results update

   24h Move

   +3.2%

   Reported additional high‑grade silver drill results at Alamos.

3. Thu 16

   High‑grade drill results

   24h Move

   -8.2%

   Announced initial high‑grade silver intercepts from 2025 drilling.

4. Wed 03

   Project update/marketing

   24h Move

   -3.8%

   Converted Adelita interest to royalty and renewed marketing deals.

5. Mon 25

   Drill mobilization

   24h Move

   -2.5%

   Mobilized additional rigs for 10,000‑m infill program at Alamos.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

private placement, warrant, Broker Warrants, listed issuer financing exemption, +4 more

8 terms

private placement financial

"it has completed its previously announced "best efforts" private placement (the "Offering")"

A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.

warrant financial

"and one-half of one Common Share purchase warrant (each whole warrant, a "Warrant")."

A warrant is a time-limited financial contract that gives its holder the right to buy a company's shares at a set price before a specified date, like a coupon that lets you purchase stock at a fixed discount for a limited time. It matters to investors because warrants offer leveraged exposure to a stock’s upside and can dilute existing shareholders if exercised, so they affect potential gains and the company’s outstanding share count.

Broker Warrants financial

"and issued to the Agents 3,953,761 Common Share purchase warrants (the "Broker Warrants")"

Broker warrants are short-term coupons given to underwriters or brokers during a share sale that let them buy company stock at a fixed price before a set date. They matter to investors because exercising those coupons can increase the number of shares outstanding, diluting existing holdings, and they create potential future selling pressure or upside depending on whether the exercise price is attractive—like a temporary option to buy at a discount.

listed issuer financing exemption regulatory

"pursuant to the listed issuer financing exemption under Part 5A.2 of National Instrument 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.

National Instrument 45-106 regulatory

"under Part 5A.2 of National Instrument 45-106 - Prospectus Exemptions ("NI 45-106")"

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.

prospectus exemptions regulatory

"pursuant to applicable exemptions from prospectus or registration requirements;"

Prospectus exemptions are legal rules that allow a company to sell shares or other securities without preparing the full, formal disclosure document normally required for public offerings. Think of it like buying from a short catalogue instead of a full product brochure: the paperwork is lighter and the sale can happen faster, but investors typically get less public information, so these deals can be riskier and less liquid than fully disclosed offerings.

hold period regulatory

"are subject to a statutory hold period in Canada, expiring on April 12, 2026."

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.

related party transaction regulatory

"is considered to be a "related party transaction" as defined under Multilateral Instrument 61-101"

A related party transaction is any deal or transfer of value between a company and people or entities with close ties to it — such as executives, major owners, family members, or affiliated businesses. Investors watch these transactions because they can favor insiders over outside shareholders, skirt fair market pricing, or hide risks; like selling your car to a relative at a friendly price, they require clear disclosure and scrutiny to judge impact on value.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Vancouver, British Columbia--(Newsfile Corp. - December 11, 2025) - Minaurum Gold Inc. (TSXV: MGG) (OTCQX: MMRGF) ("Minaurum" or the "Company") is pleased to announce that it has completed its previously announced "best efforts" private placement (the "Offering") of 69,444,442 units of the Company (the "Units") at a price of C$0.36 per Unit for gross proceeds of approximately C$25,000,000, which included the exercise in full of the agents' option. Each Unit consists of one common share of the Company ("Common Shares") and one-half of one Common Share purchase warrant (each whole warrant, a "Warrant"). Each Warrant entitles the holder thereof to purchase one Common Share (each, a "Warrant Share") at a price of C$0.50 at any time on or before December 11, 2027.

Cormark Securities Inc. ("Cormark") acted as lead agent and sole bookrunner in connection with the Offering, on behalf of itself and a syndicate of agents including Beacon Securities Limited and Canaccord Genuity Corp. (collectively with Cormark, the "Agents"). In consideration for the services provided by the Agents in connection with the Offering, the Company paid the Agents a cash commission of C$1,423,354.76 and issued to the Agents 3,953,761 Common Share purchase warrants (the "Broker Warrants") on closing of the Offering. Each Broker Warrant entitles the holder thereof to acquire one Common Share at a price of C$0.36 at any time on or before December 11, 2027. The Broker Warrants and underlying Common Shares are subject to a statutory hold period expiring on April 12, 2026. In addition, the Company paid a cash fee of C$11,249.99 and issued 31,250 Broker Warrants to an arm's length finder in connection with the Offering.

The Company intends to use the net proceeds from the Offering for exploration expenditures and completion of a phase II drill program on the Company's Alamos silver project, for property related expenditures and for general working capital purposes, all as further described in the amended and restated offering document of the Company dated December 3, 2025 and filed on the Company's profile on SEDAR+ at www.sedarplus.ca, and in Minaurum's news release dated December 5, 2025.

The Units were sold by way of private placement as follows:

• 43,888,888 Units issued to purchasers in Canada pursuant to the listed issuer financing exemption under Part 5A.2 of National Instrument 45-106 - Prospectus Exemptions ("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") and to purchasers in certain jurisdictions outside of Canada pursuant to applicable exemptions from prospectus or registration requirements; and

• 25,555,554 Units issued to purchasers in Canada pursuant to available exemptions from the prospectus requirements under NI 45-106 other than the Listed Issuer Financing Exemption (the "Non-LIFE Exemptions"), and to purchasers in certain jurisdictions outside of Canada pursuant to applicable exemptions from prospectus or registration requirements.

The Units issued pursuant to the Listed Issuer Financing Exemption, together with the underlying securities, are not subject to a hold period in Canada. The Units issued pursuant to the Non-LIFE Exemptions, together with the underlying securities, are subject to a statutory hold period in Canada, expiring on April 12, 2026.

The securities described herein have not been and will not be registered under the United States ‎Securities Act of 1933, as amended, or any U.S. state securities laws, and may not be offered or ‎sold in the United States absent registration or available exemptions from such registration ‎requirements. This news release does not constitute an offer to acquire securities in any ‎jurisdiction.‎

Each of Kesa Capital Ltd., a company beneficially controlled by Darrell Rader, President, Chief Executive Officer and a director of the Company, Jasmine Lau, Chief Financial Officer of the Company, and Stephen Maynard, VP Exploration of the Company (collectively, the "Insiders"), purchased an aggregate of 191,222 Units under the Offering. The Insiders' participation is considered to be a "related party transaction" as defined under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Insiders' participation in the Offering is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of the securities to be distributed in the Offering nor the consideration to be received for those securities, in so far as the Offering involves the Insiders, exceeds 25 per cent of the Company's market capitalization. The Company did not file a material change report more than 21 days before the expected closing of the Offering as the details of the Offering and the participation therein by related parties of the Company were not settled until shortly prior to closing and the Company wished to close on an expedited basis for sound business reasons.

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Minaurum Gold Inc. (TSXV: MGG) (OTCQX: MMRGF) (FSE: 78M) is an Americas-focused explorer concentrating on the high-grade 100% owned, production-permitted Alamos silver project in southern Sonora, Mexico and a portfolio of district-scale projects in Mexico. Minaurum is managed by one of the strongest technical and finance teams and will continue its founders' legacy of creating shareholder value by acquiring and developing a pipeline of Tier-One precious-and base metal projects.

ON BEHALF OF THE BOARD

"Darrell A. Rader"

Darrell A. Rader
President and CEO

For more information, please contact:
Sunny Pannu - Investor Relations and Corporate Development Manager
(778) 330 0994 or via email at pannu@minaurum.com

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 news release.

Cautionary Note Regarding Forward-Looking Information: This news release contains "forward-looking information" within the meaning of applicable Canadian securities legislation. "Forward-looking information" includes, but is not limited to, statements with respect to activities, events or developments that the Company expects or anticipates will or may occur in the future, including, without limitation, the anticipated use of the net proceeds of the Offering. Generally, but not always, forward-looking information and statements can be identified by the use of words such as "plans", "expects", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", or "believes" or the negative connotation thereof or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved" or the negative connotation thereof.

In making the forward-looking information in this release, Minaurum has applied certain factors and assumptions that are based on Minaurum's current beliefs as well as assumptions made by and information currently available to Minaurum including, among other things, that the Company will use the net proceeds of the Offering as anticipated. Although Minaurum considers these assumptions to be reasonable based on information currently available to it, they may prove to be incorrect, and the forward-looking information in this release is subject to numerous risks, uncertainties and other factors that may cause future results to differ materially from those expressed or implied in such forward-looking information.

Readers are cautioned not to place undue reliance on forward-looking information. Minaurum does not intend, and expressly disclaims any intention or obligation to, update or revise any forward-looking information whether as a result of new information, future events or otherwise, except as required by law.

Not for distribution to United States newswire services or for dissemination in the United States. Not an offer of securities for sale in the United States

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/277704

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much did Minaurum (MMRGF) raise in the December 11, 2025 private placement?

Minaurum raised gross proceeds of C$25.0 million through the private placement.

What securities were issued in Minaurum's C$25M offering (MMRGF)?

The company issued 69,444,442 Units at C$0.36 each; each Unit includes one share and one-half warrant (warrants exercisable at C$0.50 until Dec 11, 2027).

How will Minaurum (MMRGF) use the net proceeds from the financing?

Net proceeds are intended for exploration, completion of a phase II drill program at the Alamos silver project, property expenditures and working capital.

What agent fees and broker warrants were issued in Minaurum's offering?

The company paid a cash commission of C$1,423,354.76 and issued 3,953,761 Broker Warrants (exercisable at C$0.36 until Dec 11, 2027).

Did Minaurum insiders participate in the December 11, 2025 financing (MMRGF)?

Yes; insiders purchased an aggregate of 191,222 Units in the Offering.

When do the statutory hold periods on the securities from Minaurum's offering expire?

The statutory hold period on the Non‑LIFE Units and Broker Warrants expires on April 12, 2026.