Belo Sun arranges $30-million (U.S.) private placement

Executive Summary

• Belo Sun Mining Corp. has arranged a non-brokered private placement financing for up to $30 million (U.S.) at a price of 43 cents per common share.
• La Mancha Investments Sarl, an existing shareholder, intends to provide a majority of the funding, which will result in the creation of a new "control person" under Toronto Stock Exchange rules.
• The transaction requires shareholder approval for the creation of the new control person and reliance on exemptions from formal valuation requirements under Multilateral Instrument 61-101.

Key Details

• Financing Structure: Non-brokered private placement.
• Price: 43 cents per Belo Sun common share.
• Gross Proceeds: Up to $30 million (U.S.) ($41,343,000).
• Lead Investor: La Mancha Investments Sarl (a subsidiary of La Mancha Resource Fund SCSp), which is an existing shareholder.
• Investor Commitment: La Mancha, together with other existing shareholders, intends to provide a majority of the funding for the offering.
• Use of Proceeds: Working capital and general corporate purposes, including existing commitments to local communities and stakeholders associated with the Volta Grande gold project.
• Closing Conditions: Subject to final approval of the Toronto Stock Exchange and receipt of required shareholder approvals.
• Anticipated Closing Date: On or about Feb. 24, 2026.
• Shareholder Restrictions: All common shares issued are subject to a statutory hold period of four months plus a day from the date of issuance.
• Control Person Status: The transaction is expected to create a new control person (La Mancha) as defined by TSX rules, requiring approval by a majority of disinterested shareholders at a special meeting.
• Regulatory Exemptions: The company relies on exemptions from the formal valuation and minority shareholder approval requirements of Multilateral Instrument 61-101 because the fair market value of La Mancha's participation is less than 25% of Belo Sun's current market capitalization.
• Finder Fees: The company may pay finder fees in accordance with TSX policies, except for shares issued to La Mancha and other existing shareholders.

Notable Quotes

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