Carcetti Announces Further Upsize of Brokered Private Placement and Closing of Financings for Aggregate Gross Proceeds of Approximately C$756 Million ($542 Million)

Executive Summary

• Carcetti Capital Corp. upsized and closed a brokered private placement of 339,268,500 subscription receipts (C$678.5 M) and a concurrent non‑brokered placement of 38,725,330 subscription receipts (C$77.8 M).
• The proceeds will fund a portion of the $875 M cash component of Carcetti’s definitive agreement to acquire 100% of the Hemlo Gold Mine from Barrick subsidiaries, with an additional $165 M contingent on gold‑price thresholds and a share consideration of 34.6 M common shares.
• The company was reactivated from the TSX Venture Exchange NEX Board to the main board as a Tier 1 mining issuer; pending regulatory approvals, the transaction will be completed via an amalgamation that will rename Carcetti to Hemlo Mining Corp. and consolidate shares on a 2/3 basis.

Key Details

• Brokered Offering:
• 339,268,500 subscription receipts issued at C$2.00 each → gross proceeds C$678,537,000 (US $486,232,174).
• Lead underwriter: Scotiabank; co‑underwriters: BMO Nesbitt Burns, Canaccord Genuity, CIBC World Markets, National Bank Financial, Stifel Nicolaus Canada, Agentis Capital Markets.
• Non‑Brokered Offering:
• 38,725,330 subscription receipts issued at C$2.00 (US $1.441) each → gross proceeds C$77,819,325 (US $55,764,475).
• Underwriters’ Compensation:
• Cash commission of C$26,074,100 (US $18,684,414).
• Finder’s fee to Sprott Global Resource Investments for 2,524,600 receipts ≈ US $145,000.
• Escrow Arrangement:
• Net proceeds (after 50% of underwriters’ fee and related expenses) held in escrow with Odyssey Trust Company pending satisfaction/waiver of release conditions tied to the Hemlo acquisition.
• Use of Proceeds:
• Portion allocated to fund part of the $875 M upfront cash payment to Barrick; remainder for working capital after closing.
• Acquisition Terms (Transaction Agreement):
• Cash consideration: $875 M at closing.
• Share consideration: 34.6 M Carcetti common shares.
• Contingent cash payments up to $165 M linked to gold‑price thresholds.
• Amalgamation & Share Consolidation:
• Post‑closing, Carcetti will amalgamate with a wholly‑owned subsidiary and rename to Hemlo Mining Corp. (HMC).
• Shares to be consolidated on a 2/3 basis (two new HMC shares for every three pre‑consolidation shares); no hold period on HMC shares.
• Reactivation:
• Effective October 6, 2025, Carcetti reactivated from the NEX Board to the TSXV main board as a Tier 1 mining issuer.
• Trading halted pending final TSXV approval of the transaction and amalgamation; will remain halted until approvals are received.
• Regulatory & Closing Conditions:
• Required approvals: Competition Act clearance, TSXV acceptance of transaction and amalgamation, shareholder approval of amalgamation, customary closing conditions.
• If acquisition not completed by six months from agreement date, escrowed funds (minus applicable fees/interest) will be returned to receipt holders and receipts cancelled.

Notable Quotes

No direct executive quotes were included in the release.