Carcetti Capital increases private placements

Mr. Jason Kosec reports CARCETTI ANNOUNCES TOTAL GROSS PROCEEDS FROM FINANCING OF APPROXIMATELY $492 MILLION COMPRISED OF UPSIZED BOUGHT DEAL PRIVATE PLACEMENT OF $437 MILLION AND CONCURRENT NON-BROKERED PRIVATE PLACEMENT OF APPROXIMATELY $55 MILLION Carcetti Capital Corp. has amended the terms of its previously announced bought deal private placement offering of subscription receipts of the company to increase the size of the offering to approximately $437-million. All dollar figures are in U.S. dollars unless otherwise indicated. The Canadian-dollar amounts have been converted into U.S. dollars based on the Sept. 29, 2025, Bank of Canada daily exchange rate of 1.3921. Under the amended terms of the offering, a syndicate of underwriters, led by Bank of Nova Scotia, as lead underwriter and sole bookrunner, have agreed to purchase, on a private placement basis, an additional 16.5 million subscription receipts at a price of $2 (Canadian) per subscription receipt for additional gross proceeds to the company of $33-million (Canadian) (approximately $24-million). In addition to the offering, the company expects to complete a concurrent non-brokered private placement of approximately 38,353,000 subscription receipts, having substantially the same terms as the subscription receipts at a price of $1.44 ($2 (Canadian)) per subscription receipt (1) for gross proceeds of approximately $55-million. As disclosed in the company's news release dated Sept. 10, 2025, the company has entered into a definitive agreement to acquire a 100-per-cent interest in the Hemlo gold mine in Ontario, Canada, from wholly owned subsidiaries of Barrick Mining Corp. for $875-million in cash and 34.6 million common shares of the company, payable at closing, plus up to $165-million in additional contingent cash payments tied to gold price thresholds. The company will use a portion of the proceeds from the offering and the non-brokered offering to finance a portion of the $875-million upfront cash payment to Barrick. The remaining net proceeds of the offering and the non-brokered offering will be used by the company for working capital purposes upon closing of the transaction. Each offered subscription receipt will entitle the holder to receive, without payment of additional consideration and without further action, one share, subject to customary adjustment provisions, upon the satisfaction or waiver of certain release conditions, including the satisfaction or waiver of all conditions to the completion of the transaction substantially in accordance with the terms of the transaction agreement, other than the payment of the purchase price. The offering and the non-brokered offering are expected to close on or about Oct. 7, 2025. The offering and the non-brokered offering are subject to customary closing conditions, including TSX Venture Exchange approval and corporate approvals. In connection with the transaction and as previously disclosed, the company will enter into an amalgamation agreement with a wholly owned subsidiary of the company to amalgamate under Section 181 of the Canada Business Corporations Act. Pursuant to the amalgamation, the company expects it will consolidate its shares on the basis of one new share of the company for every 1.5 preconsolidation shares and will change its name to Hemlo Mining Corp. For more information regarding the amalgamation, see the announcement news release. The offered subscription receipts and the subscription receipt shares will be subject to a four-month-and-one-day hold period pursuant to Canadian securities laws. Upon completion of the amalgamation, the Hemlo Mining shares will not be subject to a hold period under Canadian securities laws. The gross proceeds from the sale of the offered subscription receipts, less: (i) 50 per cent of the underwriters' fee that is payable on closing of the offering; and (ii) the underwriters' reasonable out-of-pocket expenses, and the reasonable fees, taxes and disbursements of the underwriters' legal counsel in respect of the offering, will be deposited and held in escrow by Odyssey Trust Company, as subscription receipt agent, pending the satisfaction or waiver of the release conditions. If: (i) closing of the transaction does not occur on or before 5 p.m. Eastern Time on the date that is six months from the date of the transaction agreement and the transaction agreement is terminated in accordance with its terms; or (ii) the transaction agreement is terminated in accordance with its terms for any reason prior to the acquisition outside time, then an amount per offered subscription receipt equal to the issue price or the non-brokered issue price, as applicable, plus a pro rata share of any earned interest, calculated from the closing of the offering to the time of a termination event, net of any applicable withholding, will be returned to the holders of the offered subscription receipts, and the offered subscription receipts will be cancelled. Provided that the release conditions are met prior to a termination event, the subscription receipt agent will release the remaining 50 per cent of the deposited underwriters' fee, together with all interest earned thereon to the underwriters, and the balance of the escrowed funds shall be released to the company (or as directed by the company). In connection with the non-brokered offering, a finder's fee of 4.0 per cent is payable in cash to Sprott Resource Group in connection with certain subscribers. The following non-arm's-length parties (as defined in TSX Venture Exchange Policy 5.2, Change of Business and Reverse Takeovers) of the company are expected to participate in the offering in the aggregate amount of approximately $10-million: Jonathan Awde (current director and proposed director and executive chair of Hemlo Mining), Jason Kosec (proposed director, president and chief executive officer of Hemlo Mining), Robert Quartermain (proposed director of Hemlo Mining), Audra Walsh (proposed director of Hemlo Mining), Glenn Kumoi (current president, CEO and chief financial officer, and proposed director of Hemlo Mining), Jon Case (proposed CFO of Hemlo Mining), Eric Tremblay (proposed chief operating officer of Hemlo Mining) and Raphael Dutaut (proposed vice-president, exploration, of Hemlo Mining). On Sept. 17, 2025, the company applied to the TSX-V for the reactivation (as such term is defined in TSX-V Policy 2.6, Reactivation of NEX Companies) of its shares from the NEX board of the TSX-V to the TSX-V's main board as a Tier 1 mining issuer. In connection with the reactivation, the TSX-V has deemed the transaction to be a reverse takeover (RTO) and subject to the requirements of Policy 5.2. Trading in the shares was halted in connection with the announcement news release and will remain halted until the closing of the transaction. The resumption of trading of the shares is conditional upon the company filing an RTO filing statement prior to the closing of the transaction and the TSX-V granting final acceptance of the transaction. The company anticipates that the reactivation will be completed prior to the closing of the offering and non-brokered offering but that the shares will be subject to an immediate list and halt following such reactivation. Should the company not complete the transaction, the company will return to the NEX board. The closing of the transaction is subject to the receipt of certain regulatory and third party consents or approvals, including: clearance of the transaction under the Competition Act (Canada), TSX-V approval of the transaction and amalgamation; approval from the shareholders of Carcetti of the amalgamation; and satisfaction of other customary closing conditions. The company intends to finance the $875-million upfront cash consideration payable to Barrick in connection with the transaction through the offering, the non-brokered offering, a gold stream from Wheaton Precious Metals Corp., and an acquisition credit facility and the revolving credit facility from Scotiabank. For more information regarding the company's financing of the transaction, see the announcement news release. Sponsorship for the transaction may be required under TSX-V Policy 2.2, Sponsorship and Sponsorship Requirements, unless an exemption from the sponsorship requirement is granted to the company by the TSX-V. The company intends to apply to the TSX-V for an exemption from the sponsorship requirement, however, there can be no assurance that an exemption will be obtained. If an exemption from the sponsorship requirement is not obtained, a sponsor will be identified and additional information respecting sponsorship, as required, will be provided in a future news release. Barrick and its affiliates are not a non-arm's-length party of the company, and the transaction constitutes an arm's-length transaction (as defined in Policy 5.2). As the company was listed on NEX board at the time the transaction was agreed to, shareholder approval is not required for the transaction, in accordance with Section 4.1(b) of exchange Policy 5.2. Notwithstanding this and as disclosed in the announcement news release, the company has obtained written shareholder approval for the transaction from shareholders representing in aggregate approximately 69 per cent of the issued and outstanding shares. (1) Equal to approximately $2 (Canadian) using the exchange rate posted by the Bank of Canada on the date of the announcement news release. We seek Safe Harbor.