Boreal Gold Closes Non-Brokered Private Placement

Executive Summary

• Boreal Gold Ltd. closed a non‑brokered private placement raising approximately C$3 million in gross proceeds.
• The offering consisted of 10,155,000 Units at $0.25 per Unit and 1,317,800 flow‑through Class A Shares at C$0.35 per share.
• Proceeds will be used for general corporate purposes (Units) and for exploration on the North Star, Fay Lake, and Melgurd Lake properties (flow‑through shares).

Key Details

• Units issued: 10,155,000 units @ $0.25 each → $2,538,750 gross proceeds.
• Flow‑through Shares issued: 1,317,800 Class A shares @ C$0.35 each → ≈ $460,730 gross proceeds (CAD).
• Unit composition: 1 Class A share + ½ warrant; each warrant exercisable for one additional Class A share at $0.35 until 12 Feb 2028.
• Finder’s warrants: 228,000 warrants issued to finders as compensation for referrals; each warrant exercisable for one Class A share at $0.25 until 12 Feb 2028.
• Use of proceeds – Units: General corporate purposes.
• Use of proceeds – FT Shares: Exploration and advancement of North Star, Fay Lake, and Melgurd Lake properties.
• Related party transaction: Insiders purchased 420,000 FT shares (~$147,000); exempt from MI 61‑101 valuation/approval thresholds.
• Early warning disclosure – Northfield Capital: Acquired 2,040,000 Units for $510,000; post‑closing ownership of ~8.5% (fully diluted ~12.2%) of Class A shares and associated warrants.
• Statutory hold period: All securities subject to a hold period expiring 13 June 2026.

Notable Quotes

(No direct quotes were included in the release.)