Midnight Sun Announces Upsize to Previously Announced "Bought Deal" LIFE Offering and Private Placement of Units to C$17.5 Million

Executive Summary

• Midnight Sun Mining Corp. announced an upsized financing of C$17.5 million through a bought‑deal offering of 12,963,000 units at C$1.35 per unit.
• The offering includes an underwriters’ option for up to an additional 15% (≈C$2.63 million) and carries a 6.0% cash commission plus compensation options for the lead underwriter and syndicate.
• Net proceeds are earmarked for advancing exploration on Zambian projects, working capital, and general corporate purposes; closing is expected around October 28 2025 pending TSXV approval.

Key Details

• Units offered: 12,963,000 units (each unit = 1 common share + ½ purchase warrant).
• Issue price: C$1.35 per unit → Gross proceeds: C$17,500,050.
• Underwriters: Haywood Securities Inc. (lead bookrunner) with Beacon Securities Ltd., Red Cloud Securities Inc., and SCP Resource Finance LP.
• Underwriters’ Option: Up to an additional 15% of the offering (≈1,944,450 units) at the same issue price, providing up to C$2,625,007.50 in extra gross proceeds.
• Warrant terms: Each warrant allows purchase of one common share at C$2.00 for 24 months from closing.
• Commission & Compensation: 6.0% cash commission on gross proceeds plus transferable compensation options equal to 6.0% of units sold, exercisable at the issue price for 24 months.
• Use of Proceeds: Exploration across Zambian projects, working capital, and general corporate purposes.
• Offering Structure: Units sold under LIFE exemption (no resale restrictions) and private placement exemptions (hold period of 4 months + 1 day in Canada).
• Closing Conditions: Subject to TSXV conditional listing approval, securities regulator approvals, and other customary closing conditions; expected close ≈ Oct 28 2025.
• Geographic Availability: Offered to purchasers in all Canadian provinces except Québec; U.S. investors excluded unless exemption obtained.

Notable Quotes

“The Upsized Offering provides us with the capital needed to accelerate our exploration program in Zambia and positions Midnight Sun for future growth,” – Al Fabbro, President & CEO.