Talamore Mining Corp. (TSX-V: TALA) (OTCQB: TALMF) is pleased to announce that it has closed its previously announced brokered private placement of 18,687,500 common shares at a price of C$8.00 per share for aggregate gross proceeds of C$149,500,000, inclusive of the exercise in full of the Agents’ (as defined below) option to increase the size of the Offering. The common shares issued under the Offering are subject to a statutory hold period in Canada, expiring on November 22, 2026.

The Offering was led by Stifel Nicolaus Canada Inc. and BMO Capital Markets, as co-lead agents and joint bookrunners, on their own behalf and on behalf of a syndicate of agents including National Bank Financial Inc., CIBC World Markets, Ventum Financial Corp. and Desjardins Capital Markets.

In consideration for their services rendered in connection with the Offering, the Agents were paid a cash commission equal to 5% of the gross proceeds of the Offering (reduced to 2% of the gross proceeds from sales to purchasers on the president’s list).

The net proceeds from the Offering are expected to be used to fund initial construction activities and early works at the Coffee Project and allow the Company to advance permitting, engineering, and procurement of long-lead items, as well as for general working capital.

Certain insiders purchased an aggregate of 5,137,188 common shares pursuant to the Offering. The participation of insiders in the Offering is considered a “related party transaction” within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions. The Company is exempt from the formal valuation and minority shareholder approval requirements under MI 61-101 in reliance on the exemptions set out in sections 5.5(a) and 5.7(1)(a), respectively, of MI 61-101 as the fair market value of such transactions, insofar as they involve related parties, is not more than 25% of the Company’s market capitalization. The Company did not file a material change report more than 21 days before the expected closing of the Offering as the details of the Offering and the participation therein by related parties of the Company were not settled until shortly prior to closing and the Company wished to close on an expedited basis for sound business reasons.

The Offering remains subject to the receipt of final approval of the Toronto Stock Exchange and the TSX Venture Exchange.

 

The securities referred to in this news release have not been and will not be registered under the U.S. Securities Act, or any state securities laws and may not be offered or sold within the United States or to, or for the account or benefit of, “U.S. Persons” (as such term is defined in Regulation S under the U.S. Securities Act) absent such registration or an applicable exemption from the registration requirements of the U.S. Securities Act. This news release does not constitute an offer for sale of securities, nor a solicitation for offers to buy any securities.

 

About Talamore Mining

Talamore Mining Corp. (formerly Fuerte Metals Corp.) is a Canadian exploration and development company advancing the Coffee Gold Project in Yukon, Canada. Coffee is a 100%-owned, open-pit heap leach gold project in the final stages of permitting and engineering, and the Company is working toward a construction decision. In addition to Coffee, Talamore holds a portfolio of copper and gold assets in Chile and Mexico, providing longer-term growth potential.

Talamore recognizes that protection of the land and water around the Coffee Gold Project is of central importance to the Trondëk Hwëch’in, Selkirk First Nation, White River First Nation, and the First Nation of Na-Cho Nyäk Dun. The Company is focused on building long-term relationships grounded in transparency, respect, and follow-through. From day one, Talamore’s approach is simple: do the work properly, be honest about it, and follow through on what we say.