Mr. Carl Lofberg reports
FIREFOX GOLD CLOSES FIRST TRANCHE OF NON-BROKERED PRIVATE PLACEMENT
Firefox Gold Corp. has closed the first tranche of its non-brokered private placement for units announced on July 15, 2025, and the upsizing announced on July 18, 2025. The company intends to complete the second and final tranche of the private placement on or about Aug. 15, 2025, completing what will be a fully subscribed offering of $7-million.
Pursuant to the first tranche, the company has raised gross proceeds of $3,789,100 by issuing 94,727,500 units of the company at a purchase price of four cents per unit. Each unit consists of one common share of the company and one common share purchase warrant, with each whole warrant being exercisable to acquire one additional common share of the company at an exercise price of six cents per share for a term of three years from the date of issuance. The shares issued pursuant to the private placement will be subject to a statutory hold period of four months plus one day from the date of issuance, in accordance with applicable Canadian securities legislation. Completion of the private placement is subject to receipt of final approval of the TSX Venture Exchange.
The company intends to use the proceeds of the private placement for mineral exploration and related expenditures on Firefox's projects in northern Finland and general working capital.
Certain directors, officers and other insiders of the company purchased or acquired direction and control over a total of 13,875,000 units under the first tranche of the private placement. The placement to those persons constitutes a related party transaction within the meaning of TSX-V Policy 5.9 and Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions, adopted in the policy. The company has relied on 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 in respect of related party participation in the placement as neither the fair market value (as determined under MI 61-101) of the subject matter of nor the fair market value of the consideration for the transaction, insofar as it involved the related parties, exceeded 25 per cent of the company's market capitalization (as determined under MI 61-101).
Additional directors, officers and insiders are expected to participate in the second tranche of the placement as well.
In connection with the private placement, the company intends to complete a one-for-10 share consolidation of its common shares on or about Aug. 15, 2025. 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.
Firefox will pay qualified finders $88,186 in cash finders' fees and will issue 2,189,650 finder warrants exercisable at six cents for three years from the date of issuance in association with the first tranche of the private placement.
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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