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Carcetti Capital Corp
Symbol CART
Shares Issued 25,669,050
Recent Sedar+ Documents

Carcetti Capital RTO, name change to Hemlo Mining

2025-11-28 18:08 ET - Change Name, Roll Back Shares

Also New Listing (C-HMMC) Hemlo Mining Corp

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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