NorthIsle closes $39.5-million in private placements

Executive Summary

• NorthIsle Copper and Gold Inc. closed a $39.5 million private‑placement financing (≈$34.5 M brokered + ≈$5 M non‑brokered with Wheaton Precious Metals).
• The brokered offering included 9,338,000 flow‑through shares at $1.6065 each and 18,573,086 non‑flow‑through shares at $1.05 each (including an overallotment option); agents earned a $1.87 M commission.
• Wheaton Precious Metals entered a right‑of‑first‑refusal agreement for precious‑metal streams/royalties on selected North Island claims, paying $10,000 for the right.

Key Details

• Total gross proceeds: ~US$39.5 million (≈US$34.5 M brokered, ≈US$5 M non‑brokered).
• Brokered offering composition:
• 9,338,000 CFT common shares @ US$1.6065 per share.
• 18,573,086 non‑CFT common shares @ US$1.05 per share (including 4,286,086 overallotment shares).
• Non‑brokered offering: 4,762,000 common shares @ US$1.05 per share for ≈US$5 M gross proceeds.
• Agent commission: $1,874,197.04 (6% of brokered gross proceeds; 2% for president‑list subscribers).
• Use of proceeds – CFT shares: Eligible Canadian exploration expenses at the North Island project qualifying as flow‑through critical‑mineral mining expenditures; to be incurred by Dec 31 2026 and renounced pro rata by Dec 31 2025.
• Use of proceeds – non‑CFT shares & other funds: Exploration, project development, and general corporate purposes.
• Related party transaction: Director subscribed for 200,000 non‑FT shares for $210,000; exempt from MI 61‑101 valuation/approval thresholds (<25% market cap).
• Right‑of‑first‑refusal (Wheaton): Wheaton paid $10,000 and obtained ROFR on precious‑metal streams or royalties on selected claims plus a 1‑km surrounding area of the North Island project.
• Syndicate lead: Paradigm Capital Inc., with First Nations Financial Markets LP, Red Cloud Securities Inc., Ventum Financial Corp., and Raymond James Ltd.

Notable Quotes

“We are pleased to welcome Wheaton, a leading precious metals company, and several significant institutional investors to our share registry… we can now confidently accelerate the development of the project through to a prefeasibility study while continuing to advance the exploration of this highly prospective porphyry belt.” – Sam Lee, President & CEO

Materiality Assessment: Material – Positive** (significant financing that funds exploration/development and introduces a strategic partner.)