Provenance Gold Announces Fully Subscribed C$4.5 Million Financing with a Strategic Investment Group

Rhea-AI Summary

Provenance Gold (CSE: PAU / OTCQB: PVGDF) announced a C$4.5 million non-brokered private placement from a strategic investment group consisting of 18,000,000 units at $0.25 per unit.

Each Unit includes one common share and a 0.5 warrant exercisable at $0.30 for five years. Closing is expected on or about October 24, 2025 and securities carry a one-year hold period. The investor group will sign an investor rights agreement granting participation and top-up rights if ownership thresholds are maintained. Completion is subject to customary closing deliverables and regulatory approval; a finders' fee is payable to an arms-length broker.

Positive

• C$4.5M financing committed by strategic investor group
• Issuance of 18,000,000 units at $0.25 per unit
• Warrants exercisable at $0.30 for 5 years
• Investor rights agreement with participation and top-up rights

Negative

• Issuance of 18,000,000 shares will dilute existing holders
• Potential future dilution from warrant exercises at $0.30
• Closing subject to regulatory approval and customary deliverables
• A finders' fee is payable to a brokerage firm

Vancouver, British Columbia--(Newsfile Corp. - October 17, 2025) - Provenance Gold Corp. (CSE: PAU) (OTCQB: PVGDF) ("Provenance" or the "Company") is pleased to announce an investment commitment from a strategic investment group for $4,500,000. The group has agreed to participate in a non-brokered private placement (the "Offering") of 18,000,000 units (each, a "Unit") which will be offered at a price of $0.25 per Unit. Each Unit will consist of one common share and one-half-of-one share purchase warrant exercisable at a price of $0.30 good for a period of five years. The Offering is expected to close on or about October 24, 2025 and investors have agreed to a one-year hold period on all the securities issued in the Offering.

Concurrently with the closing of the Offering, the strategic investor group and Provenance will enter into an investor rights agreement, pursuant to which the group will be granted certain rights provided they maintain certain ownership thresholds in the Company, including: the right to participate in future equity financings and top-up holdings in the event of dilutive issuances in order to maintain their pro rata ownership in the Company.

"This Offering, completed at market price, reflects mounting investor interest and confidence in our Company and projects. Having strategic investors that share our vision and have the capability to add resources as the project continues to grow is extremely beneficial. I firmly believe we are greatly undervalued as we continue to fast track exploration activities in an effort to maximize shareholder value. Solidifying long-term strategic shareholders that share our vision and understand the true value of our projects is critical for our trajectory at this junction" stated Rob Clark, Provenance's President.

Completion of the Offering remains subject to satisfaction of customary closing deliverables and regulatory approval. In connection with closing, a finders' fee is owing to an arms-length brokerage firm that assisted in introducing the strategic investor group.

About Provenance Gold Corp.

Provenance Gold Corp. is a precious metals exploration company with a focus on gold exploration within North America. The Company currently holds interests in Nevada, and eastern Oregon, USA. For further information please visit the Company's website at https://provenancegold.com or contact Rob Clark at rclark@provenancegold.com.

On behalf of the Board,
Provenance Gold Corp.
Rauno Perttu, Chairman
1-541-930-0986

Safe Harbor Statement: Neither the Canadian Securities Exchange, nor its regulation services provider, accepts responsibility for the adequacy or accuracy of this press release. This news release may contain certain "Forward-Looking Statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995 and applicable Canadian securities laws. When or if used in this news release, the words "anticipate", "believe", "estimate", "expect", "target, "plan", "forecast", "may", "schedule" and similar words or expressions identify forward-looking statements or information. Such statements represent the Company's current views with respect to future events and are necessarily based upon a number of assumptions and estimates that, while considered reasonable by the Company, are inherently subject to significant business, economic, competitive, political and social risks, contingencies and uncertainties. Many factors, both known and unknown, could cause results, performance or achievements to be materially different from the results, performance or achievements that are or may be expressed or implied by such forward-looking statements. The Company does not intend, and does not assume any obligation, to update these forward-looking statements or information to reflect changes in assumptions or changes in circumstances or any other events affecting such statements and information other than as required by applicable laws, rules and regulations.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/270910

FAQ

What did Provenance Gold (PVGDF) announce on October 17, 2025?

Provenance announced a C$4.5M non-brokered private placement of 18,000,000 units at $0.25 each.

What are the terms of the warrants in the PVGDF financing?

Each unit includes one-half warrant exercisable at $0.30 for five years.

When is the Provenance Gold (PAU/PVGDF) offering expected to close?

The offering is expected to close on or about October 24, 2025, subject to regulatory approval.

How will the strategic investor group maintain ownership in Provenance (PVGDF)?

They will enter an investor rights agreement granting participation and top-up rights if they maintain specified ownership thresholds.

Are there any restrictions on the securities issued in the PVGDF offering?

Yes; investors agreed to a one-year hold period on all securities issued in the offering.

Will Provenance pay fees related to the October 2025 financing?

A finders' fee is owing to an arms-length brokerage firm that introduced the strategic investor group.