Midnight Sun Announces C$10 Million "Bought Deal" Life Offering and Private Placement of Units

Executive Summary

• Midnight Sun Mining Corp. entered into a bought‑deal financing with Haywood Securities and a syndicate of underwriters for up to C$11.5 million in gross proceeds.
• The offering consists of 7,408,000 units at C$1.35 per unit, each unit containing one common share and half of a purchase warrant (full warrant exercisable at C$2.00 for 24 months).
• Net proceeds will be used to advance exploration on the company’s Zambian projects and for working‑capital/general corporate purposes.

Key Details

• Units offered: 7,408,000 units (each = 1 common share + ½ warrant)
• Issue price: C$1.35 per unit
• Gross proceeds: C$10,000,800 (initial tranche)
• Underwriters’ option: Up to an additional 15 % of the offering (≈1,111,200 units) at the same issue price, providing up to C$1,500,120 extra gross proceeds.
• Warrant terms: Each full warrant allows purchase of one common share at C$2.00; exercisable for 24 months from closing.
• Use of proceeds: Exploration across Zambian projects, working capital, and general corporate purposes.
• Offering structure: Private placement under NI 45‑106 exemptions and/or the Listed Issuer Financing Exemption (LIFE). Units sold in all Canadian provinces except Québec; no resale restrictions for LIFE units, four‑month hold period for private‑placement units.
• Closing date: Expected on or about 28 Oct 2025, subject to TSX Venture Exchange conditional listing approval and other regulatory approvals.
• Underwriter compensation: 6.0 % cash commission of gross proceeds plus transferable compensation options equal to 6.0 % of units sold (priced at the issue price for 24 months).
• Regulatory notes: Units not registered in the U.S.; offering not an offer or solicitation in any U.S. jurisdiction.

Notable Quotes

• Al Fabbro, President & CEO: “The capital raised will accelerate our exploration program in Zambia and strengthen our balance sheet as we continue to pursue the discovery of a world‑class copper deposit.”