Exploits Announces Charity Flow-Through Financing with Quebec Funds and Flow-Through Share Private Placement

Executive Summary

• Exploits Discovery Corp. announced a proposed non‑brokered, structured Québec charity flow‑through private placement (“Charity FT Financing”) for up to $1.45 million and an additional non‑brokered flow‑through financing (“FT Financing”) for up to $500 k, both slated to close around 24 December 2025.
• Proceeds will be used to fund eligible Canadian exploration expenses, primarily a winter diamond drill program at the Fenton project and other Québec/Ontario gold exploration activities, with expenditures required by 31 Dec 2026.
• The Charity FT Financing includes a hard‑dollar back‑end subscription of $1 million led by SIDEX L.P. and NQ Investissement Minier, providing an effective premium to the company.

Key Details

• Charity FT Financing
• Gross proceeds target: up to $1,450,000.
• Share price: $0.087 per Charity FT Share (flow‑through common shares).
• Structure includes a hard‑dollar back‑end subscription of $1,000,000 led by the Québec Funds (SIDEX & NQIM).
• Expected closing: on or about 24 Dec 2025, subject to customary conditions and CSE approval.

• Shares qualify as “flow‑through shares” under Canadian and Québec tax legislation.

• Standard FT Financing

• Gross proceeds target: up to $500,000.
• Share price: $0.075 per FT Share (flow‑through common shares).
• May close in one or more tranches; same expected closing date as Charity FT financing.

• Shares also qualify as “flow‑through shares” under the Tax Act.

• Use of Proceeds

• Charity FT proceeds: to be spent on eligible Canadian exploration expenses (“Qualifying Expenditures”) in Québec, supporting the winter diamond drill program at Fenton and other project advancement activities.
• Standard FT proceeds: to fund Qualifying Expenditures across Québec and Ontario gold projects, including the Fenton, Wilson, Benoist, and Hawkins assets.

• All qualifying expenditures must be incurred by 31 Dec 2026; the company will renounce these expenses to shareholders by 31 Dec 2025, in an amount not less than the gross proceeds raised.

• Holding Period & Fees

• All securities issued are subject to a four‑month‑plus‑one‑day hold period from issuance, per Canadian securities law.
• The company may pay finder’s fees for both financings in accordance with CSE policies.

Notable Quotes

“We are very pleased to have SIDEX and NQIM as key partners in this Québec charity flow‑through financing,” said Jeff Swinoga, President and CEO of Exploits. “Their support is a strong endorsement of our Québec exploration strategy… we look forward to using these funds for our winter diamond drill program at Fenton as well as other exploration activities.”