Original News Release
Midnight Sun arranges $10-million financing
Mr. Al Fabbro reports
MIDNIGHT SUN ANNOUNCES C$10 MILLION "BOUGHT DEAL" LIFE OFFERING AND PRIVATE PLACEMENT OF UNITS
Midnight Sun Mining Corp. has entered into an agreement with Haywood Securities Inc., as lead underwriter and sole bookrunner, on its own behalf and on behalf of a syndicate of underwriters, pursuant to which the underwriters have agreed to purchase, on a bought deal basis, 7,408,000 units of the company at a price per unit of $1.35 for aggregate gross proceeds to the company of $10,000,800, to be issued and sold to eligible purchasers pursuant to: (i) private placement exemptions in accordance with National Instrument 45-106, Prospectus Exemptions; and/or (ii) the listed issuer financing exemption under Part 5A of NI 45-106 and Coordinated Blanket Order 45-935, Exemptions from Certain Conditions of the Listed Issuer Financing Exemption, in any combination thereof.
Each unit will consist of one common share in the capital of the company and one-half of one common share purchase warrant of the company. Each warrant will entitle the holder thereof to acquire one common share in the capital of the company at a price per warrant share of $2 for a period of 24 months from the closing date (as defined herein).
The company has agreed to grant the underwriters an option to purchase up to an additional 15 per cent of the offering in units at the issue price for additional gross proceeds to the company of up to $1,500,120.
The net proceeds from the sale of the units will be used by the company for advancing exploration across the company's Zambian exploration projects and for working capital and general corporate purposes.
The units to be issued under the offering pursuant to the LIFE will be offered to purchasers in each of the provinces of Canada, except Quebec, and will not be subject to resale restrictions pursuant to applicable Canadian securities laws.
The units to be issued under the offering pursuant to the private placement exemptions will be subject to a hold period in Canada expiring four months and one day from the closing date of the offering.
There is an offering document related to the offering of units that can be accessed under the company's issuer profile on SEDAR+ and on the company's website. Prospective investors should read this offering document before making an investment decision concerning the units. The units to be issued and sold under the offering pursuant to the LIFE will not be subject to resale restrictions pursuant to applicable Canadian securities laws.
The offering is expected to close on or about Oct. 28, 2025, and is subject to certain closing conditions, including, but not limited to, the receipt of all necessary approvals, including the conditional listing approval of the TSX Venture Exchange and the applicable securities regulatory authorities. The offering is subject to final acceptance of the TSX-V.
In consideration for their services, the company has agreed to pay the underwriters a cash commission equal to 6.0 per cent of the gross proceeds from the offering and issue to the underwriters transferable compensation options entitling the underwriters to purchase up to that number of common shares as is equal to 6.0 per cent of the aggregate number of units sold under the offering at a price per such common share that is equal to the issue price for a period of 24 months from the closing date of the offering.
About Midnight Sun Mining Corp.
Midnight Sun is focused on exploring our flagship Solwezi project, located in Zambia. Situated in the heart of the Zambia-Congo copper belt, the second-largest copper producing region in the world, the company's property is vast and highly prospective. The Solwezi project is surrounded by producing copper mines, including Africa's largest copper mining complex right next door, First Quantum's Kansanshi mine. Led by an experienced geological team with multiple discoveries and mines around the world to its credit, Midnight Sun's goal is to find and develop Zambia's next-generational copper deposit.
We seek Safe Harbor.
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