Mr. Carl Lofberg reports
FIREFOX LAUNCHES A $5.0 MILLION FINANCING WITH A CONCURRENT SHARE CONSOLIDATION
Firefox Gold Corp. intends to raise $5-million by way of a non-brokered private placement, anchored by a strategic investment package of more than $2-million by new investor John Robins, Concept Capital Management Ltd. and other existing investors.
In conjunction with the offering, the company is also taking the initiative to consolidate its share structure on a 1-for-10 basis. A share consolidation conducted in this fashion does not affect the valuation of the company or its assets, and it affects all shareholders equally, as newly issued shares that are part of this offering will also be consolidated. The company believes that the support of new incoming cornerstone investors, plus several large existing shareholders and the board of directors, for this financing and consolidation plan reflects the solid benefits of tighter share capital.
Firefox co-founder and chairman Patrick Highsmith discussed the plan: "Firefox's Mustajarvi project continues to attract international attention, and the pace of those inquiries and our urgency to advance the project has increased in 2025. Our Sarvi project, which adjoins the Ikkari deposit owned by Rupert Resources, is also a high-profile asset in need of more drilling. The Lapland greenstone belt hosts two multimillion-ounce gold deposits, and the most prospective ground is controlled by very few companies. It is now a highly competitive gold province, and the belt is finally attracting the investor attention it deserves. This progress is partially a function of historically high gold prices, but we are also seeing improved investor appetite for well-managed gold explorers. We are very pleased to have assembled a syndicate of new investors alongside several of our large existing shareholders and board members to support this financing. At the same time, we recognize the value of consolidating our share capital to better align our share structure and price with the quality of our assets and our discovery potential."
Firefox co-founder and chief executive officer Carl Lofberg spoke about Firefox's exciting drill targets: "Mustajarvi is an exciting target for high-grade gold discovery. This is even more evident at these historically high gold prices, but it is clear that we need to increase the pace of drilling to realize the project's potential. The heart of the high-grade zone in the East target is shallower than 50 metres, and our latest intercepts indicate that the system extends well to the southwest and to more than 200 metres depth. Our upcoming drill program will incorporate infill and stepout drilling, along with testing new targets. We are permitted for year-round drilling at Mustajarvi and several other projects, and we look forward to increasing the pace of news flow for the foreseeable future."
Growth targets at the Mustajarvi project
Firefox has reported significant and near-surface intercepts of high-grade gold at the Mustajarvi project since 2019, but the strongest results coincided with a soft market for junior exploration companies in 2022 and early 2023:
- 13.85 metres averaging 28.8 grams per tonne gold (July, 2022, news release);
- 15.5 metres averaging 13.09 grams per tonne gold (January, 2023, news release);
- 12.55 metres averaging 14.34 grams per tonne gold (February, 2023, news release).
Nevertheless, the project has grown in significance as the team discerned the complex controls on the gold mineralization and demonstrated the growth potential between the existing lodes and at depth. The Firefox team also identified high-grade gold coming to surface in a trench reported in July, 2023: 6.87 metres averaging 59.12 grams per tonne gold. Company geologists carried out surface prospecting, detailed magnetic and electromagnetic geophysical surveys, as well as core logging and extensive structural geology and 3-D modelling to better understand the growth targets.
Orogenic gold systems like Mustajarvi may occur in challenging geometries, but important structures and robust hydrothermal systems yield large discoveries from large drill programs. Firefox is taking these steps now and working to bring in new investors to support larger drill programs with the purpose of upgrading the Mustajarvi discovery. At the same time, the team is very efficient, and Firefox always aims to be active on multiple projects.
The company has secured drill rig availability for a significant drill program to start within a few weeks of closing the offering, and Firefox expects to drill through the winter.
The offering
The company is conducting a non-brokered private placement of up to 125 million units at a price of four cents per unit for aggregate gross proceeds of up to $5-million. Each unit comprises one preconsolidation common share and one preconsolidation common share purchase warrant. Each warrant will be exercisable for one common share at an exercise price of six cents and will expire three years from the closing date of the offering.
The company expects to close the offering on or about Aug. 15, 2025, or such other date as the company may determine.
The net proceeds of the offering are expected to finance a significant drill program at the Mustajarvi project as well as a return to drilling at the Sarvi project, along with other exploration work, working capital and general corporate purposes.
Completion of the offering is subject to certain conditions, including, but not limited to, the receipt of all necessary regulatory approvals, including the approval of the TSX Venture Exchange. The TSX-V has not approved the offering price or the exercise price and these remain subject to change. The shares, warrants and warrant shares will be subject to a statutory hold period of four months plus one day from the closing date, in accordance with applicable securities legislation.
In connection with the offering, the company anticipates paying certain arm's-length parties cash finders' fees equal to up to a certain percentage, based on the units that are sold to subscribers introduced by such parties.
It is expected that certain insiders of the company (as such term is defined under the policies of the TSX-V), including certain directors, will participate in the offering. The participation of insiders in the offering will constitute a related party transaction within the meaning of Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. The company intends to rely upon exemptions from the formal valuation and minority approval requirements of MI 61-101 based on a determination that the fair market value of the offering, insofar as it involves the related parties, does not exceed $2.5-million.
The share consolidation
In connection with the offering, Firefox provides notice that its board of directors has resolved to complete a 1-for-10 share consolidation of its common shares. The company has filed for approval of the share consolidation with the TSX-V and expects to complete the share consolidation on or about Aug. 15, 2025. The rising gold price and improved investor sentiment in the gold discovery pipeline have prompted the company to take this initiative for the benefit of its shareholders and to better attract interest from institutional and sophisticated investors.
As of this date, there are a total of 203,284,749 common shares issued and outstanding. Upon the completion of the share consolidation, these preconsolidation shares will be consolidated to approximately 20,328,475 postconsolidation common shares, excluding up to an additional 12.5 million postconsolidation shares issuable at closing of the offering. No fractional postconsolidation shares will be issued as a result of the consolidation, and any fractional share interest will be rounded down to the nearest whole postconsolidation share. No cash consideration will be paid in respect of fractional shares. The postconsolidation shares are expected to commence trading on the TSX-V on or around Aug. 15, 2025. The share consolidation has been approved by the board of directors pursuant to a resolution passed on Feb. 25, 2025, and is subject to TSX-V approval.
In addition, the company currently has 14.69 million stock options and 59,208,254 warrants outstanding. These securities will also be consolidated on a 10-for-1 basis. This will result in 1,469,000 postconsolidation options and 5,920,825 postconsolidation warrants plus the up to 12.5 million postconsolidation warrants that will have been issued with the offering. The exercise or conversion price and the number of common shares issuable under any of the company's outstanding warrants and stock options will be proportionately adjusted to reflect the share consolidation in accordance with their respective terms.
There will be no name or symbol change in conjunction with the share consolidation. The company will advise of the new Cusip number and ISIN (international securities identification number) for the postconsolidation shares as the effective date for the share consolidation nears.
Quality assurance
Mr. Highsmith, certified professional geologist (AIPG CPG No. 11702) and a director of the company, is a qualified person as defined by National Instrument 43-101. Mr. Highsmith has helped prepare, reviewed and approved the technical information in this news release. As a director and shareholder of the company, he is not independent.
About Firefox Gold Corp.
Firefox Gold is listed on the TSX-V under the ticker symbol FFOX. Firefox also trades on the OTCQB Venture Market in the United States under the ticker symbol FFOXF. The company has been exploring for gold in Finland since 2017, where it holds a large portfolio of prospective ground.
Finland is one of the top mining investment jurisdictions in the world, as indicated by its multiple top-10 rankings in recent Fraser Institute surveys of mining companies. Having a strong mining law and long mining tradition, Finland remains underexplored for gold. Recent exploration results in the country have highlighted its prospectivity, and Firefox is proud to have a Finland-based chief executive officer and technical team.
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