Mr. Rob Birmingham reports
GOLDHAVEN ANNOUNCES C$5.0M LIFE OFFERING TO ADVANCE MAGNO AND COPECAL PROJECTS
Goldhaven Resources Corp. has entered into an agreement with Research Capital Corp. to act as exclusive finder in connection with an offering under the listed issuer financing exemption (as defined below) for aggregate gross proceeds of approximately $5-million from the sale of units of the company at a price of 25 cents per unit.
Each unit will consist of one common share of the company and one-half of one common share purchase warrant. Each warrant shall entitle the holder to purchase a common share at a price of 35 cents from the 62nd day after issuance until the date that is 24 months following the closing date (as herein defined).
Offering highlights:
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$5.0-million LIFE financing with Research Capital as exclusive finder;
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Attractive structure: 25 cents per unit with warrant exercisable at 35
cents;
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Immediate liquidity: units issued under the listed issuer financing exemption are expected to be freely tradable;
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Dual-asset advancement: financing to accelerate both the Magno project (British Columbia) and Copecal gold project (Brazil);
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Near-term catalysts: fully financed to execute and expand an approximately 10,000-metre drill program at Magno in 2026;
- Approximately $4.0-million total capital directed toward the Magno project in 2026, including recently completed flow-through financing;
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The company has received strong preliminary interest and is currently building its order book.
Chief executive officer commentary
Rob Birmingham, CEO of Goldhaven, commented:
"This financing positions Goldhaven to aggressively advance both of our core assets. At Magno, we are now fully funded to execute and expand a significant 2026 drill program across multiple high-priority zones while continuing to build on the strong initial drilling success at Copecal. We believe this dual-track approach provides shareholders with near-term discovery potential and longer-term growth across two highly prospective districts."
The company intends to use the net proceeds from the offering for the advancement of its Magno project in British Columbia, including permitting, geophysics, drill targeting, and continued and expanded diamond drilling, as well as for continued diamond drilling, follow-up drilling and target advancement at the Copecal gold project in Mato Grosso, Brazil, and for general working capital purposes.
Combined with the company's recently completed flow-through financing, this offering is expected to fully finance and expand the company's 2026 drill program at the Magno project.
Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106 (Prospectus Exemptions), the units will be offered for sale to purchasers resident in Canada, except Quebec, pursuant to the listed issuer financing exemption under Part 5A of NI 45-106. The securities issuable from the offering under the listed issuer financing exemption are expected to be immediately freely tradable in accordance with applicable Canadian securities legislation; however, the warrants will not be exercisable until the 62nd day after issuance.
There is an offering document related to the offering that can be accessed under the company's profile on SEDAR+ and on the company's website. Prospective investors should read this offering document before making an investment decision.
The offering is scheduled to close on or about May 30, 2026, or such other date as the company and Research Capital may agree. Completion of the offering is subject to certain conditions, including the receipt of all necessary regulatory approvals and completion of all required filings with the Canadian Securities Exchange.
The company entered into an exclusive finder's fee agreement with Research Capital dated April 17, 2026, pursuant to which Research Capital will be entitled to receive a finder's fee composed of: (i) a cash fee equal to 8.0 per cent of the gross proceeds of the offering raised from investors introduced by Research Capital; and (ii) non-transferable finder warrants in an amount equal to 8.0 per cent of units sold under the offering to investors introduced by Research Capital. Each finder warrant will entitle the holder thereof to purchase one common share at an exercise price of 25 cents for a period of 36 months from the date of issuance. On the closing date, Research Capital will also be entitled to receive the advisory fee (as defined below).
Advisory agreement with Research Capital
The company also entered into a financial advisory service agreement with Research Capital dated April 23, 2026. Pursuant to the advisory agreement, Research Capital will provide: (i) advice in connection with strategic and financial objectives; (ii) financial advisory advice related to debt and equity markets; and (iii) other services as may be agreed to between the company and Research Capital for a term of 60 days. Pursuant to the advisory agreement, the company will pay to Research Capital an advisory fee composed of: (i) $25,000, plus applicable taxes; and (ii) the issuance of 100,000 common shares of the company upon closing of a financing transaction involving Research Capital during the term.
About Goldhaven Resources Corp.
Goldhaven Resources is a Canadian junior exploration company focused on advancing highly prospective mineral projects in North and South America. The company's flagship asset is the district-scale Magno project in the Cassiar district of Northern British Columbia. Goldhaven also owns the Three Guardsmen copper-gold project in British Columbia and the Copecal gold project in Mato Grosso, Brazil. In addition, the company holds a portfolio of critical mineral projects in Brazil.
We seek Safe Harbor.
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