Mr. Gorden Glenn reports
MINNOVA CORP. ANNOUNCES CLOSING OF BROKERED LIFE OFFERING FOR GROSS PROCEEDS OF C$4.82 MILLION
Minnova Corp. has closed its previously announced best effort private placement for aggregate gross proceeds of $4,820,154 from the sale of: (i) 12.9 million units of the company at a price of 20 cents per unit; and (ii) 9,739,800 flow-through units of the company at a price of 23 cents per FT unit. Red Cloud Securities Inc. acted as sole agent and bookrunner under the offering.
Each unit consists of one common share of the company and one common share purchase warrant. Each FT unit consists of one common share of the company and one warrant each issued as a flow-through share within the meaning of Subsection 66(15) of the Income Tax Act (Canada). Each warrant entitles the holder to purchase one common share of the company at a price of 30 cents at any time on or before Dec. 3, 2028.
The company intends to use the net proceeds from the offering for the exploration and advancement of the company's PL gold mine project located in Manitoba, as well as for working capital and general corporate purposes, as are more fully described in the amended offering document (as herein defined).
The gross proceeds from the sale of FT shares will be used by the company to incur eligible Canadian exploration expenses that qualify as flow-through mining expenditures as both terms are defined in the Income Tax Act (Canada) related to the company's PL gold mine project on or before Dec. 31, 2026. All qualifying expenditures will be renounced in favour of the purchasers of the FT units, effective Dec. 31, 2025.
In accordance with National Instrument 45-106 (Prospectus Exemptions), the units were sold to Canadian purchasers pursuant to the listed issuer financing exemption under Part 5A of NI 45-106, as amended by Coordinated Blanket Order 45-935 (Exemptions from Certain Conditions of the Listed Issuer Financing Exemption). The securities issuable from the sale of the units are immediately freely tradable in accordance with applicable Canadian securities legislation for units sold to purchasers resident in Canada.
The FT units were sold by way of the accredited investor and minimum amount investment exemptions under NI 45-106. All securities issuable from the sale of FT units are subject to a hold period in accordance with applicable Canadian securities law, expiring four months and one day following the issue date, being April 4, 2026.
As consideration for its services in the offering, Red Cloud received aggregate cash fees of $256,809.24 and 1,196,388 non-transferable common share purchase warrants. Each broker warrant is exercisable into one common share of the company at the unit price at any time on or before Dec. 3, 2028. The broker warrants and broker warrant shares are subject to a hold period in accordance with applicable Canadian securities law, expiring four months and one day following the issue date, being April 4, 2026.
There is an amended and restated offering document related to the offering that can be accessed under the company's profile at SEDAR+ and on the company's website.
The closing of the offering remains subject to the final approval of the TSX Venture Exchange.
About Minnova Corp.
Minnova is a near-term gold producer focused on the restart and expansion of its 100-per-cent-owned PL gold mine in the prolific Flin Flon greenstone belt of central Manitoba. The project is situated on a past-producing mine site and benefits from significant existing infrastructure, including a 1,000-tonne-per-day processing plant and valid underground mining permit (Environment Act licence 1207E).
A positive 2018 feasibility study, based on an underground development plan and a gold price of $1,250 (U.S.) per ounce, outlined a robust five-year mine life with an annual production rate of 46,493 ounces. Considering the current high gold price, Minnova is revising the mine development plan to prioritize lower-cost open-pit mining methods for the initial years of production before transitioning to underground methods. The new mine plan leverages the full 1,000-tonne-per-day mill capacity and targets reduced operating costs compared with the previous underground-only model. The revised mine development plan is under way and will be the subject of a preliminary economic assessment and feasibility study to be completed in 2026.
The current global gold resource remains open to expansion, as does the reserve. The mineral resource estimate will be revised in 2026, using current consensus gold price assumption, and will incorporate all drilling conducted after the 2018 feasibility study, including the coming 15,000-metre drill program scheduled for 2025 and 2026.
We seek Safe Harbor.
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