Mogotes closes $11.5-million bought deal offering

Executive Summary

• Mogotes Metals Inc. has closed a bought deal private placement offering of 35,937,500 units at $0.32 per unit, raising aggregate gross proceeds of C$11.5 million, including the full exercise of the underwriters' over-allotment option.
• The net proceeds will be used to finance exploration work programs and development of the Filo Sur property, as well as for general working capital purposes.
• The offering was conducted pursuant to the listed issuer financing exemption under National Instrument 45-106, with no statutory hold period for the issued units in Canada.

Key Details

• Transaction Structure: Bought deal private placement pursuant to the listed issuer financing exemption.
• Units Issued: 35,937,500 units.
• Price: C$0.32 per unit.
• Gross Proceeds: C$11.5 million (includes full exercise of underwriters' option).
• Unit Composition: Each unit consists of one common share and one-half of one common share purchase warrant.
• Warrant Terms (Investors):
  • Exercisable to acquire one common share per warrant.
  • Exercise Price: C$0.53 per share.
  • Term: 36 months following the closing date.
• Underwriters: Stifel Nicolaus Canada Inc. (lead underwriter and sole bookrunner) and Canaccord Genuity Corp.
• Underwriting Agreement Date: January 22, 2026.
• Use of Proceeds: Financing exploration work programs and development of the Filo Sur property, and general working capital.
• Regulatory Exemptions:
  • Canada: Listed issuer financing exemption under Part 5A of NI 45-106 (Coordinated Blanket Order 45-935). No statutory hold period for units/shares/warrants.
  • USA: Private placement pursuant to exemptions from registration requirements of the U.S. Securities Act of 1933.
• Underwriter Compensation:
  • Cash Commission: C$690,000.
  • Compensation Warrants: 2,156,250 warrants issued to underwriters.
  • Compensation Warrant Terms: Exercisable at C$0.32 per share for a period of 24 months from closing.
  • Compensation Warrant Hold Period: Expires four months and one day following the issue date (May 23, 2026).
• Regulatory Approval: Subject to final approval by the TSX Venture Exchange.

Notable Quotes

• None provided in the text.