Carcetti Capital increases private placements

Executive Summary

• Carcetti Capital Corp. announced total gross proceeds of approximately $492 million from an upsized bought‑deal private placement ($437 M) and a concurrent non‑brokered private placement ($55 M).
• Proceeds will be used to fund the $875 million cash component of its pending acquisition of 100% of the Hemlo gold mine from Barrick Mining Corp., with remaining funds for working capital.
• The offering is expected to close around Oct. 7, 2025, subject to TSX‑V and corporate approvals; trading is halted until closing.

Key Details

• Offering Size & Structure
• Bought‑deal private placement: 16.5 M subscription receipts at C$2 each (≈ US$24 M) – total gross proceeds ≈ US$437 M.

• Concurrent non‑brokered private placement: 38,353,000 subscription receipts at US$1.44 each – gross proceeds ≈ US$55 M.

• Use of Proceeds

• Portion allocated to the upfront cash payment ($875 M) for the Hemlo acquisition.

• Remaining net proceeds earmarked for working capital after closing of the transaction.

• Acquisition Terms (Hemlo Gold Mine)

• Purchase price: $875 M in cash + 34.6 M common shares, plus up to $165 M contingent cash tied to gold‑price thresholds.

• Financing mix includes the private placements, a gold stream from Wheaton Precious Metals, an acquisition credit facility, and a revolving credit facility with Scotiabank.

• Amalgamation & Share Consolidation

• Company will amalgamate under Canada Business Corporations Act, consolidating shares 1 new share for every 1.5 pre‑consolidation shares and renaming to Hemlo Mining Corp.

• Post‑amalgamation Hemlo shares will be free of the four‑month‑plus hold period.

• Escrow & Underwriter Fees

• 50% of underwriters’ fee retained in escrow; released to underwriters upon satisfaction of release conditions, with remaining funds released to Carcetti.

• Finder’s fee of 4.0 % payable to Sprott Resource Group for the non‑brokered offering.

• Non‑Arm’s‑Length Participants (≈ US$10 M aggregate subscription):

• Jonathan Awde, Jason Kosec, Robert Quartermain, Audra Walsh, Glenn Kumoi, Jon Case, Eric Tremblay, Raphael Dutaut – all proposed directors/officers of Hemlo Mining.

• TSX‑V Reactivation & Trading Halt

• Application filed to reactivate shares from the NEX board to the TSX‑V main board as a Tier 1 mining issuer; TSX‑V treats this as a reverse takeover (RTO).

• Trading halted pending RTO filing statement and final TSX‑V acceptance; expected reactivation before offering close, with immediate list‑and‑halt thereafter.

• Regulatory & Closing Conditions

• Required approvals: Competition Act clearance, TSX‑V approval of transaction/amalgamation, shareholder approval (already obtained from ~69% of shares), and customary closing conditions.

Notable Quotes

(No direct quotes were provided in the release.)