Fredonia Mining closes $7-million financing

Executive Summary

• Fredonia Mining Inc. has closed an oversubscribed best efforts private placement, raising C$7 million in gross proceeds.
• The company issued 17.5 million units at a price of C$0.40 per unit, with net proceeds designated for the exploration and advancement of the El Dorado Monserrat project in Argentina and general corporate working capital.
• The transaction includes significant insider participation (C$500,000) and involves specific regulatory exemptions and hold periods for insiders and brokers.

Key Details

• Transaction Structure: Best efforts private placement, closed and oversubscribed.
• Gross Proceeds: C$7,000,000.
• Units Issued: 17,500,000 units.
• Price Per Unit: C$0.40.
• Unit Composition: Each unit consists of one common share and one-half of one common share purchase warrant.
• Warrant Terms (Investors):
  • Exercise Price: C$0.56 per share.
  • Exercise Period: 36 months following February 4, 2026.
• Use of Proceeds: Exploration and advancement of the El Dorado Monserrat project (Santa Cruz province, Argentina) and general corporate/working capital purposes.
• Agent/Bookrunner: ATB Cormark Capital Markets.
• Agent Compensation:
  • Cash Commission: 6% of aggregate gross proceeds.
  • Broker Warrants: Non-transferable warrants equal to 6% of the number of units sold.
  • Broker Warrant Exercise Price: C$0.40 per share.
  • Broker Warrant Expiry: 36 months following February 4, 2026.
  • Hold Period for Broker Warrants/Shares: Expires June 5, 2026.
• Insider Participation:
  • Directors and executive officers subscribed for 1,250,000 units.
  • Aggregate Gross Proceeds from Insiders: C$500,000.
  • Classification: Related party transaction under TSX Venture Exchange Policy 5.9 and MI 61-101.
  • Exemptions Relied Upon: Sections 5.5(a) and 5.7(1)(b) of MI 61-101 (exemptions from formal valuation and minority shareholder approval).
• Regulatory Filings: Material change report filed February 2, 2026 (less than 21 days prior to closing).
• Hold Periods:
  • General Investors (Canada/US/Other): No hold period on unit shares or warrants.
  • Insiders and Brokers: Hold period expires June 5, 2026.
• Regulatory Status: Subject to final approval of the exchange.