Mx2 Mining Inc. is pleased to announce the closing of its previously announced brokered private placement of common shares of the Company and subscription receipts of the Company. Under the Offering, the Company issued a total of 3,320,000 Common Shares and 28,680,000 Subscription Receipts, at an issue price of C$0.50 per Offered Security, for aggregate gross proceeds of C$16.0 million. Each Subscription Receipt will entitle the holder to receive one Common Share upon the satisfaction of the Escrow Release Conditions (as defined below).

As previously announced by Aya Gold & Silver Inc. on September 12, 2024, the Company has signed a series of non-binding term sheets in relation to the acquisition of the Amizmiz Gold Project in the Kingdom of Morocco and an option to acquire the Tijirit Gold Project in the Islamic Republic of Mauritania. Upon completion of the Transactions, Mx2 will be the 100% owner of the Amizmiz Gold Project and hold an exclusive option to acquire Aya’s 75% interest in the Tijirit Gold Project.

The Offering was led by Eight Capital, as lead agent and sole bookrunner, on behalf of a syndicate of agents including Beacon Securities Limited and Raymond James Ltd. The net proceeds of the Offering will be used for exploration and development activities on the Amizmiz and Tijirit properties, for working capital and for general corporate purposes.

The gross proceeds of the sale of Subscription Receipts, net of the reasonable costs and expenses of the Agents, were deposited in escrow on the closing of the Offering. The Net Escrowed Funds will be released from escrow to the Company upon the completion or the satisfaction of all material conditions precedent to the Transactions, including for certainty the receipt of all required regulatory approvals, as well as certain other standard conditions.

In the event that the Escrow Release Conditions are not satisfied on or before the date that is 180 days following the closing of the Offering, the Net Escrowed Funds together with accrued interest earned thereon will be returned to the subscribers of the Subscription Receipts and the Subscription Receipts will be cancelled. To the extent that the Net Escrowed Funds are insufficient to refund 100% of the purchase price of the Subscription Receipts to the subscribers, the Company shall be responsible for any shortfall. Proceeds from the sale of the Common Shares will not be subject to any escrow. The Subscription Receipts and the Common Shares will be subject to an indefinite hold period pursuant to Canadian securities laws.

The Offered Securities have not been and will not be registered under the United States Securities Act of 1933, as amended and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirement. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

ABOUT Mx2 MINING

Mx2 Mining is a gold exploration and development company focused on North Africa. The leadership group at Mx2 includes key personnel responsible for the success of several African precious metals companies, including Red Back Mining, Aya Gold & Silver, Orca Gold and Montage Gold. Mx2’s assets will include the high-grade Amizmiz Gold Project in the Kingdom of Morocco, containing a Historic Inferred Mineral Resource of 819,769 tonnes grading 12.94 g/t for 342,094 ounces and an option to acquire a 75% interest in the Tijirit Gold Project in Mauritania. At Amizmiz, exploration is being conducted for the first time since 2010, with the objective of the program to test for the potential of multiple mineralized zones that together can provide for a +1Moz resource grading +10 g/t gold.