Minnova arranges $5-million private placement

Executive Summary

• Minnova Corp. has entered into an agreement with Red Cloud Securities Inc. to act as sole agent and bookrunner for a best-effort private placement offering gross proceeds of up to C$5 million.
• The offering consists of three types of securities: standard units, flow-through units, and charity flow-through units, with specific pricing and minimum sale thresholds established.
• Net proceeds are intended for the exploration and advancement of the company's PL gold mine project in Manitoba, as well as for working capital and general corporate purposes.

Key Details

• Offering Structure: Best-effort private placement with Red Cloud Securities Inc. as sole agent and bookrunner.
• Maximum Gross Proceeds: Up to C$5 million.
• Minimum Gross Proceeds: C$2 million (contingent on the sale of a minimum of 10 million units).
• Securities Offered:
  • Units: Priced at C$0.20 per unit. Each unit consists of one common share and one common share purchase warrant.
  • Flow-Through Units: Priced at C$0.23 per unit. Each consists of one flow-through share (as defined in Subsection 66(15) of the Income Tax Act (Canada)) and one warrant.
  • Charity Flow-Through Units: Priced at C$0.32 per unit. Each consists of one flow-through share and one warrant.
• Warrant Terms: Each warrant entitles the holder to purchase one common share at an exercise price of C$0.30. Warrants are exercisable for 36 months following the closing date.
• Over-Allotment Option: Red Cloud has an option to purchase up to an additional C$1 million in any combination of units, flow-through units, and charity flow-through units at their respective offering prices. This option is exercisable in full or in part up to 48 hours prior to the closing of the marketed offering.
• Use of Proceeds:
  • Net proceeds from the overall offering are for the exploration and advancement of the PL gold mine project in Manitoba, working capital, and general corporate purposes.
  • Gross proceeds from the sale of flow-through shares are specifically used to incur eligible Canadian exploration expenses qualifying as flow-through mining expenditures related to the PL gold mine project.
  • Qualifying expenditures will be renounced in favor of subscribers of flow-through and charity flow-through units effective December 31, 2025.
  • Expenditures must be incurred on or before December 31, 2026.
• Regulatory Exemptions:
  • Units and charity flow-through units are offered to residents of Alberta, British Columbia, Manitoba, Ontario, and Saskatchewan pursuant to the listed issuer financing exemption under National Instrument 45-106 (Part 5A).
  • Securities are expected to be immediately freely tradable for LIFE securities sold to purchasers resident in Canada.
  • Units may also be sold in offshore jurisdictions and the United States on a private placement basis pursuant to exemptions from the U.S. Securities Act of 1933.
  • Flow-through units are offered via accredited investor and minimum amount investment exemptions.
• Hold Period: All securities not issued pursuant to the listed issuer financing exemption are subject to a hold period in Canada ending four months and one day following the closing date.
• Closing Date: Scheduled for November 25, 2025, or such other date as agreed upon by the company and Red Cloud.
• Conditions: Completion is subject to regulatory approvals, including approval from the TSX Venture Exchange.