The common shares of the company have been halted from trading since Sept. 11, 2025, pending completion of a reverse takeover.
Resume trading
Effective at the open, Tuesday, Dec. 2, 2025, the common shares of Hemlo Mining Corp. will commence trading on the TSX Venture Exchange under the new symbol HMMC.
Reverse takeover -- completed/new symbol
The exchange has accepted for filing the company's reverse takeover (RTO), which includes the following transactions.
The RTO consists of the arm's-length acquisition of the Hemlo gold mine from Barrick Mining Corp. and the election of a predominantly new board and management team. Total consideration for the acquisition is up to $1,109,165,000 (U.S.), comprising: (i) an upfront cash payment of $875-million (U.S.); (ii) a contingent cash payment of up to $165-million (U.S.); and (iii) the issuance of 23,055,000 postconsolidation shares at a deemed price of $3 (Canadian) per share.
Amalgamation
By certificate of amalgamation, the company and 17276583 Canada Ltd. (the company's unlisted, wholly owned subsidiary) have amalgamated under Section 181 of the Canada Business Corporations Act to continue as one corporation.
Holders of Class B common shares of the company were entitled to receive one common share of the amalgamated company (the resulting issuer) for each 1.5 Class B common shares held.
One hundred common shares of 17276583 Canada were cancelled.
Effective at the open, Tuesday, Dec. 2, 2025, the common shares of Hemlo Mining will commence trading on the TSX Venture Exchange and the common shares of Carcetti Capital will be delisted.
Name change and consolidation
Pursuant to a resolution passed by directors on Sept. 30, 2025, the company has consolidated its capital on a one-new-for-1.5-old basis. The name of the company has also been changed as follows.
Effective at the open, Tuesday, Dec. 2, 2025, the common shares of Hemlo Mining will commence trading on the TSX Venture Exchange and the common shares of Carcetti Capital will be delisted.
Private placement -- brokered
Financing type: brokered private placement
Gross proceeds: $678,537,000
(Canadian)
Offering (postconsolidation): 226,179,000 subscription receipts, with each subscription receipt exchangeable into one listed common share upon the satisfaction of release conditions, including completion of the RTO
Offering price: $3 (Canadian) per listed common share
Commissions in securities: nil
Disclosure: Refer to the company's news releases dated Sept. 10, 2025, Oct. 1, 2025, and Oct. 7, 2025.
Private placement -- non-brokered
Financing type: non-brokered private placement
Gross proceeds: $77,450,660 (Canadian)
Offering (postconsolidation): 25,816,887 subscription receipts, with each subscription receipt exchangeable into one listed common share upon the satisfaction of release conditions, including completion of the RTO
Offering price: $3 (Canadian) per listed common share
Commissions in securities: nil
Disclosure: Refer to the company's news releases dated Sept. 10, 2025, Oct. 1, 2025, and Oct. 7, 2025.
Private placement -- non-brokered, convertible debentures
Financing type: non-brokered private placement
Offering (postconsolidation): $2.5-million (Canadian) principal amount of unsecured convertible debentures, convertible into 833,332 listed shares with nil warrants attached
Conversion price (postconsolidation): $3 (Canadian) per listed share
Maturity date: Nov. 6, 2030
Interest rate: nil
Disclosure: Refer to the company's news releases dated Nov. 6, 2025, and Nov. 26, 2025.
Shares for debt
Debt settled: $10-million
Securities issued: 3,333,333 listed shares
Issue price: $3 per listed share
Disclosure: Refer to the company's news releases dated Nov. 6, 2025, and Nov. 26, 2025, and the company's RTO filing statement dated Nov. 21, 2025, filed on SEDAR+.
The exchange has been advised that the above transactions have been completed.
For further information, please refer to the company's filing statement dated Nov. 21, 2025, which is filed on SEDAR+.
The company is classified as a gold and silver ore mining company.
Postconsolidation/postamalgamation
capitalization: unlimited shares with no par value, of which
295,496,636 shares are issued and outstanding
Escrow: nil
Transfer agent: Odyssey Trust Company
Trading symbol: HMMC (new)
Cusip No.: 42366G 10 4 (new)
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