Mr. Scott Kelly reports
CANOE MINING VENTURES CORP. CLOSES C$9.1 MILLION UPSIZED SUBSCRIPTION RECEIPT FINANCING
Canoe Mining Ventures Corp. has closed its non-brokered private placement of subscription receipts of the company. The company issued 79,015,126 subscription receipts for gross proceeds of $9,086,739.49, well above the $6.2-million minimum financing announced on July 29, 2026. The concurrent financing is being completed in connection with the company's previously announced business combination with Longview Gold Corp. pursuant to a business combination agreement dated July 24, 2026.
"I want to thank our investors for their strong support -- it let us upsize the minimum financing and close on $9.1-million," said Scott M. Kelly, chief executive officer and director of Canoe. "We're now focused on closing the Longview acquisition and getting the drills turning at Red Hill."
Each subscription receipt will convert automatically into one unit of the company upon satisfaction of the release conditions (as defined below), without payment of additional consideration or further action by the holder. Each unit will consist of one preconsolidation common share of the company and one-half of one common share purchase warrant. Each Canoe warrant will be exercisable to acquire one additional preconsolidation Canoe share at an exercise price of 18 cents for 36 months from the date of closing of the concurrent financing. These terms are stated on a preconsolidation basis and will be adjusted for the previously announced one-for-3.32 share consolidation to be effected in connection with the transaction, which remains subject to approval of the company's shareholders at the annual and special meeting of shareholders to be held on Nov. 10, 2026.
The gross proceeds of the closing have been deposited and are held in escrow with Marrelli Trust Company Ltd. pending satisfaction of customary escrow release conditions, including satisfaction of all conditions precedent to the completion of the transaction other than the consolidation and receipt of all required approvals, including final approval of the TSX Venture Exchange. If the release conditions are not satisfied by the termination date, the escrowed proceeds will be returned to holders, and the subscription receipts will be cancelled.
The company expects to complete a second and final tranche of the concurrent financing on or before Oct. 13, 2026.
Net proceeds are intended for exploration at the Red Hill project in Nevada, including a deep drilling program, and for transaction costs and general working capital.
In connection with the concurrent financing and as previously disclosed in the company's news release dated July 29, 2026, the company will issue an aggregate of 3,898,610 broker warrants to eligible finders upon completion of the transaction. Each broker warrant will be exercisable to acquire one preconsolidation Canoe share at an exercise price of 11.5 cents for a period of two years from the date of closing of the concurrent financing.
Related-party transaction
Insiders of the company subscribed for 2,092,000 subscription receipts in the closing, for gross proceeds of $240,580. This participation constitutes a related-party transaction under Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions). The company relied on the exemptions from the formal valuation and minority shareholder approval requirements in sections 5.5(a) and 5.7(1)(a) of MI 61-101 on the basis that the fair market value of the subscription receipts issued to and the consideration paid by the related parties do not exceed 25 per cent of the company's market capitalization, determined in accordance with MI 61-101. The company did not file a material change report in respect of the related-party participation more than 21 days before closing, as the details were not settled until shortly before closing and the company wished to close on an expedited basis for sound business reasons.
All securities issued and issuable in connection with the closing are subject to a statutory hold period expiring Feb. 2, 2027. The concurrent financing remains subject to final approval of the TSX Venture Exchange.
Option grant
The company announces that its board of directors has granted an aggregate of 2,739,000 stock options on Oct. 2, 2026, to certain of its directors, officers and consultants, pursuant to the company's existing omnibus long-term incentive plan. Each option is exercisable to acquire one Canoe share at an exercise price of 12.5 cents per Canoe share and will expire on Oct. 2, 2031. The options will vest upon receipt of the shareholder approvals (as defined below). The options, and any Canoe shares issued on the exercise thereof prior to Feb. 3, 2027, are subject to a four-month hold period in accordance with the policies of the TSX Venture Exchange and applicable securities laws. The options were granted conditional upon shareholder ratification of the options and approval of the plan at the company's annual and special meeting of shareholders to be held on Nov. 10, 2026, and may not be exercised unless and until such approvals are obtained. Upon completion of the consolidation, the options will be adjusted in accordance with the plan such that they will be exercisable to acquire an aggregate of 825,000 postconsolidation Canoe shares at an exercise price of approximately 41.5 cents per share.
Of the options granted, an aggregate of 2,324,000 options were granted to directors and officers of the company, which constitute a related-party transaction within the meaning of MI 61-101. The company is relying on the exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101, respectively, as neither the fair market value of the options granted to the related parties, nor the fair market value of the consideration for such options exceeds 25 per cent of the company's market capitalization.
About Canoe Mining Ventures Corp.
Canoe Mining is a Canadian mineral exploration company focused on identifying, acquiring and advancing exploration assets. The company seeks to generate value through property acquisitions, geological evaluation and disciplined project development in jurisdictions with strong mining frameworks and infrastructure.
We seek Safe Harbor.
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