06:24:53 EST Wed 19 Nov 2025
Enter Symbol
or Name
USA
CA



Badger Capital Corp
Symbol YVR
Shares Issued 12,000,100
Close 2025-06-12 C$ 0.08
Market Cap C$ 960,008
Recent Sedar Documents

Badger Capital QT target closes $16.3-million financing

2025-11-18 20:37 ET - News Release

Mr. Robert Vallis reports

TIGER GOLD CORP. ANNOUNCES CLOSING OF UPSIZED RTO FINANCING AND PREPARES FOR LISTING ON THE TSX-V

Tiger Gold Corp. has closed its brokered private placement of subscription receipts, co-led by SCP Resource Finance LP and Canaccord Genuity Corp. (together, the lead agents), and together with Haywood Securities Inc. and Roth Canada Inc., for gross proceeds of approximately $16.3-million. The offering was completed in connection with the amalgamation agreement dated Aug. 29, 2025, among Badger, Tiger and 1551674 B.C. Ltd., a wholly owned subsidiary of Badger, pursuant to which Badger will, by way of a three-cornered amalgamation, acquire all of the issued and outstanding securities of Tiger.

Together with this offering, Tiger has raised to date a total of approximately $23-million in financings since October, 2024, and is now fully financed to expand and advance Tiger's flagship, the Quinchia gold project, over the next 12 to 18 months.

The transaction is subject to TSX Venture Exchange approval and is intended to constitute Badger's qualifying transaction in accordance with TSX-V Policy 2.4, Capital Pool Companies. In connection with the transaction, Badger intends to consolidate its common shares on a 1:2 basis.

Tiger has reserved the ticker symbol TIGR on the TSX-V and is preparing for listing in Q4 (fourth quarter) 2025.

The offering

Under the terms of the offering, and pursuant to an agency agreement dated as of the date hereof among Tiger, Badger and the agents, Tiger issued 32.6 million subscription receipts at a price of 50 cents per subscription receipt for gross proceeds of approximately $16.3-million. Closing occurred in three tranches, with 1,871,000 subscription receipts being issued on Oct. 31, 2025, 600,000 subscription receipts being issued on Nov. 4, 2025, and 30,129,000 subscription receipts being issued on Nov. 6, 2025.

The agents' compensation under the offering includes: (a) fees payable in cash equal to up to 6 per cent of the gross proceeds raised from the sale of subscription receipts; (b) a corporate finance fee comprising: (i) a cash fee equal to 1 per cent of proceeds raised under the non-brokered portion of the offering; and (ii) that number of corporate finance warrants of Tiger as is equal to 1 per cent of the subscription receipts sold under the non-brokered portion of the offering; (c) that number of broker warrants of Tiger (as is equal to 6 per cent of the number of subscription receipts sold under the offering; and (d) that number of common shares of Tiger as is equal to 1 per cent of the number of subscription receipts sold under the offering. SCP agreed to receive its pro rata share of the agents' commissions and agents' cash corporate finance fees through the issuance of common shares of Tiger at a deemed issue price of 50 cents per commission share.

Each broker warrant and corporate finance warrant is exercisable into one unit (as defined below) at an exercise price equal to 50 cents for a period of 24 months after the earlier of: (i) the termination of the amalgamation agreement; and (ii) the date the subscription receipt proceeds are release from escrow.

The gross proceeds of the offering less an amount equal to 50 per cent of the agents' expenses, 50 per cent of the agents' commissions and 50 per cetn of the agents' cash corporate finance fees have been delivered to and held by Odyssey Trust Company, in an interest-bearing account, pending the satisfaction of certain escrow release conditions (including among other things, the completion of all conditions precedent to the transaction to the satisfaction of the agents) prior to May 5, 2026.

Upon the satisfaction of the escrow release conditions, each subscription receipt will be automatically converted, without payment of any additional consideration, into one unit of Tiger. Each unit will comprise one common share of Tiger and one-half of one Tiger common share purchase warrant, with each whole warrant being exercisable, for a period of three years from the date the subscription receipt proceeds are released from escrow, at a price of $1 per Tiger common share. The unit shares and unit warrants will be exchanged for common shares and warrants of Badger pursuant to the transaction, on a one-for-one basis (after giving effect to the share consolidation).

In the event the escrow release conditions are not satisfied prior to the escrow release deadline, or the transaction is otherwise terminated, the escrowed funds, together with accrued interest earned thereon, will be returned to the holders of the subscription receipts and the subscription receipts will be cancelled. To the extent that the escrowed funds are insufficient to refund 100 per cent of the purchase price of the subscription receipts to the holders thereof, Badger and Tiger shall be jointly and severally responsible for any shortfall.

Following release from escrow and completion of the transaction, the net proceeds of the offering will be used for exploration on the Tiger's projects and general corporate and working capital purposes.

Completion of the transaction is subject to a number of conditions, including, but not limited to, TSX-V acceptance.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

In connection with the transaction, Badger will issue a subsequent news release setting out further information as contemplated in Policy 2.4.

For further information, please see Badger's profile and documents available under the Badger's name on SEDAR+.

About Tiger Gold Corp.

Tiger is a growth-oriented mining exploration and development company focused on advancing its flagship asset, the Quinchia gold project, a multimillion-ounce gold deposit in the prolific Mid-Cacau belt in Colombia. Tiger is led by a multidisciplinary team of experienced mine builders, engineering, metallurgical, ESG (environmental, social and governance) and corporate finance professionals who have brought numerous mines into production at globally recognized mining companies including AngloGold Ashanti, Barrick Gold Corp., Yamana Gold Inc. and B2Gold Corp. Tiger is led by president and chief executive officer Robert Vallis, who brings a strong record of strategic leadership and execution in the mining sector, including his role in the $9.5-billion (U.S.) acquisition and integration of Placer Dome by Barrick, as well as the $3.9-billion (U.S.) joint acquisition of Osisko Mining by Yamana and Agnico Eagle Mines Ltd.

We seek Safe Harbor.

© 2025 Canjex Publishing Ltd. All rights reserved.