Bocana enters LOI for investment in Venture Gold

Executive Summary

• Bocana Resources Corp. has signed a non‑binding LOI to invest up to US$20 million for an equity interest in Venture Gold Inc., pending definitive agreements and regulatory approvals.
• The investment will be made through a newly formed joint venture, Arizore LLC, which is currently under review by the TSX Venture Exchange.
• Completion of the transaction is subject to financing confirmation, satisfactory due diligence, and receipt of all required approvals; a finder’s fee will also be payable.

Key Details

• Letter of Intent Date: October 6, 2025 (non‑binding).
• Proposed Investment Amount: Up to US$20 million into Venture Gold’s treasury.
• Structure: Equity subscription for newly issued shares on a fully diluted basis; exact share count to be disclosed upon execution of a definitive agreement.
• Joint Venture Vehicle: Arizore LLC (Nevada‑registered) will finance and complete the transaction; still under TSX Venture Exchange review.
• Conditions Precedent:
• Execution of a definitive investment agreement between Bocana and Venture Gold.
• Confirmation that Bocona has secured financing for the transaction.
• Completion of satisfactory due‑diligence by Bocana.
• Receipt of all required regulatory approvals, including TSX Venture Exchange clearance.
• Finder’s Fee: A negotiated fee will be paid in connection with the transaction (terms not disclosed).
• Strategic Rationale (CEO Quote): “The proposed equity investment … strengthens our growth trajectory… enhances our asset base and accelerates our corporate development plans.” – Tim Turner, CEO, Bocana Resources Corp.
• Impact on Governance: No change to directors or officers of either company is anticipated.

Notable Quotes

“Bocana is pleased to announce the proposed equity investment in Venture Gold, a strategic step that strengthens our growth trajectory… We are excited to collaborate with the Venture Gold team and remain committed to supporting their vision of unlocking the full potential of this highly prospective district.” – Tim Turner, CEO, Bocana Resources Corp.