Highlights
Awalé Resources Limited (TSX-V: ARIC) (OTCQX: AWLRF) (FSE: 2F60) is pleased to announce that it has closed its previously announced non-brokered private placement with Predictive Discovery Limited (ASX: PDI) (TSX: PDI), together with the subscription by Fortuna Mining Corp. (NYSE: FSM) (TSX: FVI) pursuant to the exercise of its participation right. Proceeds from the Offering will be primarily used to advance exploration activities across the Company’s 100%-owned properties at the Odienné Project in Côte d’Ivoire.
“Following completion of the Offering, Awalé holds over $35 million in cash giving us the financial strength to aggressively advance exploration across our 100%-owned properties, while Newmont continues to fund the Odienné Joint Venture. With three leading mining companies as strategic shareholders and one of the most active drill programs in West Africa, Awalé is well positioned to unlock the full potential of the Odienné district. These investments are a strong endorsement of our team, our exploration strategy, and the potential of the Project,” said Andrew Chubb, President and CEO of Awalé Resources.
Pursuant to the Offering, the Company issued an aggregate of 22,337,664 common shares at $0.85 per share for total gross proceeds of $18,987,000 consisting of:
Immediately following closing of the PDI and Fortuna subscriptions, the Company has 141,334,595 common shares issued and outstanding.
The Company has entered into an investor rights agreement with PDI, pursuant to which PDI has been granted a participation right to maintain its pro-rata ownership in connection with future equity financings and will have the other rights described in the Company’s July 14, 2026 news release and set forth in the PDI Investor Rights Agreement. A copy of the PDI Investor Rights Agreement will be filed by the Company as a material agreement and will be made available on the Company’s SEDAR+ profile.
No warrants are being issued in connection with the Offering. The Company has agreed to pay a cash commission of $424,380, equal to 3.0% of the gross proceeds from the PDI subscription to an arm’s length finder. All securities issued pursuant to the Offering will be subject to a statutory hold period of four months plus a day following the date hereof in accordance with applicable Canadian securities laws. The completion of the Offering remains subject to final TSX Venture Exchange acceptance.
Current shareholder of Awalé, Newmont Ventures Limited, a wholly-owned subsidiary of Newmont Corporation, has the right to participate, on equal terms, in equity issuances of the Company so as to maintain its pro-rata ownership in the Company. A subsequent news release will be issued should Newmont exercise its participation rights. In the event Newmont chooses to exercise its right to participate in full, the Company may issue up to an additional 14,761,167 common shares at a price of $0.85 per Share for gross proceeds of up to $12,546,992 (or such lesser amount as may be elected by Newmont under their participation rights). There is no assurance that Newmont will participate in the Offering or maintain or increase its current equity ownership in the Company as permitted under its participation rights.
For the purposes of the Offering, U.S. dollar amounts have been converted to Canadian dollars using an exchange rate of US$1.00 = C$1.4114.
Related Party Disclosure
Fortuna is a shareholder holding more than 10% of the Company’s common shares. Accordingly, Fortuna’s participation in the Offering constitutes a “related party transaction” pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions. Fortuna’s participation in the Offering is exempt from the formal valuation and minority shareholder approval requirements of 61-101. The Company is exempt from the formal valuation requirement pursuant to section 5.5(b) of MI 61-101 as the Company does not have securities listed on a specified stock exchange and is exempt from the minority shareholder approval requirement pursuant to section 5.7(1)(a) of MI 61-101 as the fair market value of the transaction is less than 25% of the Company’s market capitalization.
This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or the securities laws of any state of the United States, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the U.S. Securities Act) absent registration under the U.S. Securities Act and applicable state securities laws or an exemption from such registration requirements.
About Awalé Resources
Awalé Resources is a diligent and systematic mineral exploration company focused on discovering large-scale gold and gold-copper deposits in Côte d’Ivoire. The Company’s flagship Odienné Project now hosts an initial inferred Mineral Resource Estimate[1] of 1.71 million ounces gold equivalent across the BBM, Charger, and Empire deposits (32.4 Mt at 1.33 g/t Au and 0.33% Cu), providing a strong foundation for ongoing growth and future economic studies.
The Odienné Project covers 2,346 km2 across seven permits, including 797 km2 held under the Awalé-Newmont Joint Venture. Awalé manages exploration activities across the joint venture area, with funding currently provided by Newmont Ventures Limited under the Exploration Agreement signed in May 2022.
In addition to the current resource base defined on the joint venture ground, Awalé controls a substantial 100%-owned land position across the broader Odienné district, where multiple untested and early-stage targets provide additional potential discovery upside. Across the Project, Awalé has identified multiple gold and copper-gold systems and continues to build a pipeline of targets with potential to support further discoveries and resource growth.
With a skilled and experienced technical team, together with support from three strategic shareholders, Awalé is advancing exploration in an underexplored and pro-mining jurisdiction with clear potential for district-scale discoveries.
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