Midnight Sun Announces Further Upsize to Previously Announced "Bought Deal" Life Offering and Private Placement of Units to C$26.5 Million

Executive Summary

• Midnight Sun Mining Corp. announced an upsized financing of C$26.5 million through a bought‑deal LIFE offering and private placement.
• The offering consists of 19,630,000 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).
• An underwriters’ option allows the syndicate to purchase up to an additional 15 % of the offering (≈C$3.98 million) and the net proceeds will fund Zambian exploration projects, working capital, and general corporate purposes.

Key Details

• Units Offered: 19,630,000 units at C$1.35 each → Gross proceeds: C$26,500,500.
• Unit Composition: 1 common share + ½ of a purchase warrant (full warrant gives right to buy one common share at C$2.00).
• Warrant Terms: Exercise price C$2.00 per share; exercisable for 24 months from closing date.
• Underwriters’ Option: Up to an additional 15 % of the offering (≈2,944,500 units) at the same issue price, providing up to C$3,975,075 extra gross proceeds.
• Lead Underwriter / Bookrunner: Haywood Securities Inc.; syndicate includes Beacon Securities Ltd., Red Cloud Securities Inc., and SCP Resource Finance LP.
• Use of Proceeds: Advance exploration across Zambian projects (primarily Solwezi), plus working capital and general corporate purposes.
• Closing Timeline: Expected on or about 28 Oct 2025, subject to TSX‑Venture Exchange conditional listing approval and other regulatory consents.
• Commission & Compensation: Underwriters receive a cash commission of 6.0 % of gross proceeds plus transferable compensation options equal to 6.0 % of units sold (exercise price = issue price, exercisable for 24 months).
• Exemptions & Resale Restrictions:
• LIFE exemption – units offered province‑wide in Canada (except Québec) with no resale restrictions.
• Private placement exemptions – units subject to a hold period of four months and one day from closing.
• Regulatory Notes: Units not registered under U.S. securities laws; cannot be sold in the United States absent exemption or registration.

Notable Quotes

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