Mr. Mark Ireton reports
MEDARO MINING ANNOUNCES CLOSING OF FIRST TRANCHE OF PRIVATE PLACEMENT
Further to Medaro Mining Corp.'s news release on Oct. 30, 2025, it has closed the first tranche of its non-brokered private placement, issuing a total of 2,262,500 common shares in the capital of the company at a price of eight cents per share for aggregate gross proceeds of $181,000.
In connection with the use of proceeds from the offering, the company immediately paid $38,000 in cash to Treewalk Ventures Inc., a consulting company controlled by Alexander McAulay, the company's chief financial officer, to partially settle an outstanding and bona fide debt. Following this payment, the company received net proceeds of $143,000, which will be used for potential acquisitions and general working capital purposes.
All securities issued in connection with the offering are subject to a statutory hold period of four months and one day in accordance with applicable Canadian securities laws. No finders' fees were paid in connection with the offering.
Related party transaction disclosure
Participation in the offering by Treewalk, a consulting company controlled by Alexander McAulay, the company's chief financial officer, constitutes a related party transaction under Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions. Treewalk acquired 475,000 shares in the offering and, in connection with the use of proceeds, the company immediately applied $38,000 of the gross proceeds to partially settle an outstanding and bona fide debt owing to Treewalk. The company is relying on the exemptions from the formal valuation requirement under Section 5.5(b) of MI 61-101 and the minority approval requirement under Section 5.7(1)(a) of MI 61-101, as neither the fair market value of the securities issued to Treewalk nor the fair market value of the debt settlement exceeds 25 per cent of the company's market capitalization. The company did not file a material change report more than 21 days before the closing of the offering and related debt settlement as the details of the participation by Treewalk and the debt repayment were not confirmed until shortly before closing, and the company determined that it was necessary to close the offering expeditiously.
About Medaro Mining Corp.
Medaro Mining is a lithium exploration company based in Vancouver, B.C. The company owns the James Bay Pontax project and the CYR South lithium properties in Quebec.
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