Mr. Estanislao Auriemma reports
FREDONIA ANNOUNCES CLOSING OF C$11.5M BOUGHT DEAL PRIVATE PLACEMENT INCLUDING FULL EXERCISE OF UNDERWRITERS' OPTION
Fredonia Mining Inc. has closed its previously announced bought deal private placement, pursuant to which it has issued an aggregate of 17,692,400 common shares of the company at a price of 65 cents per offered share for aggregate gross proceeds of $11,500,060, which includes the full exercise of the underwriters' option.
The company intends to use the net proceeds from the offering for the exploration and advancement of the company's El Dorado Monserrat project in Santa Cruz province, Argentina, and for general corporate and working capital purposes, all as further described in the offering document relating to the offering.
The offering was completed by a syndicate of underwriters led by ATB Cormark Capital Markets, as lead underwriter and sole bookrunner, and which included Canaccord Genuity Corp. In consideration for the services provided by the underwriters in connection with the offering, the company paid the underwriters a cash commission equal to 6.0 per cent of the gross proceeds of the offering, other than in respect of gross proceeds from sales to purchasers on the president's list, for which a cash commission equal to 3.0 per cent of the gross proceeds was payable.
Directors and executive officers of the company subscribed for a total of 500,000 offered shares in the offering for aggregate gross proceeds of $325,000. The participation of insiders in the offering constitutes a related party transaction, within the meaning of the TSX Venture Exchange Policy 5.9 and 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 of MI 61-101 contained in sections 5.5(b) and 5.7(1)(b) of MI 61-101 in respect of the related party participation in the offering, which will be described in further detail in a material change report to be filed in connection with the offering that will be accessible under the company's profile on SEDAR+. The material change report relating to the offering will be filed less than 21 days prior to the closing date of the offering. The company believes the shorter period was reasonable and necessary in the circumstances, as the typical life cycle for a transaction of this nature is significantly less than 21 days and the company desired to act on an available financing opportunity.
In accordance with National Instrument 45-106 -- Prospectus Exemptions, the offered shares were issued to purchasers resident in certain provinces of Canada pursuant to the listed issuer financing exemption under Part 5A.2 of NI 45-106, as amended by Coordinated Blanket Order 45-935 -- Exemptions from Certain Conditions of the Listed Issuer Financing Exemption. The offered shares issued to purchasers resident in Canada pursuant to the listed issuer financing exemption are not subject to a four-month statutory hold period in Canada. The offered shares were also offered in the United States by way of private placement pursuant to exemptions from the registration requirements of the United States Securities Act of 1933, as amended, and in certain other jurisdictions outside of Canada and the United States on a private placement or equivalent basis, in each case in accordance with all applicable laws. The offered shares were issued to purchasers outside of Canada pursuant to an exemption from the prospectus requirements in Canada available under OSC Rule 72-503 -- Distributions Outside Canada and, accordingly, the offered shares issued to purchasers outside of Canada are not subject to a four-month statutory hold period in Canada. The offered shares sold to officers and directors of the company (as described above) are subject to a four-month hold period pursuant to the rules of the exchange, expiring Jan. 24, 2027.
The offering remains subject to final approval of the exchange.
Update on warrant amendment transaction
Pursuant to a news release dated Dec. 17, 2025, the company announced an intention to amend the exercise price of 4,818,932 outstanding warrants to purchase common shares at a price of $1.40 per common share (in the case of each of the price and amount, on an effective, postconsolidation basis) to 45 cents per common share. The reduction remained subject to warrantholder and exchange approvals. As the company has since the date of the announcement been able to complete financing activity at a higher price per share in order to finance its operations and work programs at the EDM project, the company announces it will withdraw its application and intention to proceed with the price reduction. The warrants will remain outstanding and be exercisable in accordance with their terms at a price of $1.40 per share until April 27, 2027.
About Fredonia
Mining Inc.
Fredonia holds gold and silver licence areas totalling approximately 64,000 hectares in the prolific Deseado Massif geological region in the province of Santa Cruz, Argentina, including its flagship advanced EDM project (approximately 33,500 hectares) located close to AngloGold Ashanti's Cerro Vanguardia gold-silver mine (which produced approximately 180,000 ounces of gold during the twelve months ended June 30, 2026), the El Aguila project (approximately 9,100 ha) and the Hornia project (approximately 21,500 ha).
We seek Safe Harbor.
© 2026 Canjex Publishing Ltd. All rights reserved.