Mogotes Announces Closing of Private Placement

Executive Summary

• Mogotes Metals completed two non‑brokered private placements raising approximately C$27 million in gross proceeds.
• Units consist of one common share and half a warrant to purchase an additional share at $0.53 for three years.
• Proceeds will be used for general corporate and working‑capital purposes; the transaction includes related‑party participation and investor rights granted to CD Capital.

Key Details

• Placement 1: 86,792,425 Units @ $0.265 per Unit.
• Placement 2: 12,500,000 Units @ $0.32 per Unit, generating C$26,999,992.63 in gross proceeds.
• Unit Composition: 1 common share + ½ warrant; each warrant allows purchase of one common share at $0.53 for three years from closing.
• Use of Proceeds: General corporate and working‑capital purposes.
• Escrow Arrangement: 20,103,197 Units issued to CD Capital (subscription proceeds $5,327,347.205) held in escrow pending TSX Venture Exchange approval.
• Investor Rights Agreement with CD Capital:
• Pre‑emptive right to participate in future equity financings on the same terms while holding ≥5 % of issued shares.
• Top‑up right to purchase additional shares if dilution exceeds 2 %.
• Subscription option (exercisable within five years) to increase holdings up to 19.9 % of outstanding shares.
• Right to nominate one director while holding ≥5 % of issued shares.
• Hold Periods: Canadian and U.S. securities subject to a four‑month plus one day hold period; certain units issued under Ontario Securities Commission Rule 72‑503 are exempt from statutory hold periods.
• Related Party Transaction: Insider purchased 16,000,000 Units; transaction qualifies for exemptions under MI 61‑101 (valuation and minority shareholder approval not required).
• Regulatory Notes: No material change report filed 21 days prior to closing; company deemed the exemption reasonable to expedite the offering.

Notable Quotes

(No direct quotes were provided in the release.)