Carcetti Completes Acquisition of the Hemlo Gold Mine
Executive Summary
- Carcetti Capital Corp. completed a reverse‑takeover acquisition of the Hemlo Gold Mine from Barrick subsidiaries, creating a new mid‑tier Canadian gold producer to be renamed Hemlo Mining Corp. (TSXV: HMMC) with trading slated for 2 Dec 2025.
- Total consideration was $875 M cash, 34,582,500 shares and up to $165 M contingent gold‑price linked payments; financing package of ~US$1 B includes a $300 M precious‑metals purchase agreement with Wheaton, $250 M senior secured credit facilities, and $542 M private placement proceeds.
- Post‑transaction capital structure will consist of approximately 295.5 M HMC shares (post‑consolidation) outstanding; board and management changes were announced alongside related‑party convertible debentures and advisor share issuances.
Key Details
- Acquisition Structure & Consideration
- Cash payment: $875,000,000 to Barrick.
- Share issuance: 34,582,500 shares (23,055,000 on a post‑consolidation basis).
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Contingent cash payments linked to gold price: up to $165,000,000 payable between 1 Jan 2027 and 31 Dec 2031.
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Financing Package (~US$1 B)
- Precious Metals Purchase Agreement (PMPA) with Wheaton Precious Metals – cash deposit of $300 M at closing; initially represents 10.125 % of payable gold, decreasing to 6.75 %, then 4.5 % over time.
- Senior Secured Credit Facilities (Bank of Nova Scotia lead, syndicated): $250 M total – $150 M term loan + $100 M revolving facility (including a $25 M accordion exercised at closing). Interest based on SOFR plus margin or base rate plus margin; letters‑of‑credit fees tied to leverage.
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Private Placement of Subscription Receipts: $542 M total – $486 M from bought‑deal placement (Scotiabank bookrunner) + $56 M non‑brokered placement. 377,993,830 receipts automatically settled for an equal number of shares (post‑consolidation 251,995,887 HMC shares); subject to a four‑month‑one‑day hold until 8 Feb 2026.
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Related‑Party Convertible Debentures (Nov 6 2025)
- Issued C$2,500,000 total to Jonathan Awde and Robert Quartermain (C$1,250,000 each).
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Five‑year term, convertible into 833,332 HMC shares at C$3.00 per share. Net proceeds used for transaction closing costs.
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Advisor Shares – Concurrently issued 5,000,000 shares (3,333,333 post‑consolidation) at C$2.00 per share for reclamation/closure obligations; subject to one‑year transfer restriction and company right of first refusal.
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Amalgamation & Consolidation
- Carcetti will amalgamate with its wholly‑owned subsidiary under Canada Business Corporations Act, changing name to Hemlo Mining Corp. and ticker to HMMC.
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Share consolidation: 2/3 of a new HMC share for each pre‑consolidation share (resulting in ~295.5 M HMC shares outstanding; 307.6 M fully diluted).
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Board & Management Changes
- Director Richard Silas resigned; Tom Yip appointed to board and Audit Committee Chair.
- Interim Corporate Secretary Glenn Kumoi resigned; Carl DeLuca appointed General Counsel & Corporate Secretary.
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Executive team remains: Jason Kosec (President & CEO), Jon Case (CFO), Jonathan Awde (Executive Chair), Eric Tremblay (COO).
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Capitalization Post‑Closing
- Pre‑closing Carcetti shares outstanding: 443,245,380.
- Post‑amalgamation HMC shares outstanding (post‑consolidation): 295,496,920; fully diluted 307,593,617.
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New CUSIP: 42366G104; ISIN: CA42366G1046.
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Trading & Regulatory Timeline
- Shares halted since 11 Sep 2025.
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Final TSXV bulletin expected ~28 Nov 2025; trading of HMC shares to commence 2 Dec 2025 on the TSXV under symbol HMMC.
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Additional Items
- New Hemlo Mining logo and website launch scheduled for 2 Dec 2025 (www.hemlomining.com).
- Scotiabank served as exclusive financial advisor for the transaction.
Notable Quotes
“The Hemlo acquisition immediately launches a new, mid‑tier Canadian gold producer, bringing meaningful gold production supported by an experienced management team and a well‑funded operation,” – Jason Kosec, President & CEO.
Materiality Assessment: Material – Positive (significant corporate restructuring, large cash outlay, substantial financing, creation of a new listed entity).