Toronto, Ontario--(Newsfile Corp. - October 5, 2026) - Canoe Mining Ventures Corp. (TSXV: CLV) ("Canoe" or the "Company") is pleased to announce the closing (the "Closing") of its non-brokered private placement of subscription receipts of the Company (the "Subscription Receipts") (the "Concurrent Financing"). The Company issued 79,015,126 Subscription Receipts for gross proceeds of C$9,086,739.49, well above the C$6,200,000 minimum financing announced on July 29, 2026. The Concurrent Financing is being completed in connection with the Company's previously announced business combination with Longview Gold Corp. ("Longview") pursuant to a business combination agreement dated July 24, 2026 (the "Agreement" and the transactions contemplated thereby, the "Transaction").
"I want to thank our investors for their strong support — it let us upsize the minimum financing and close on C$9.1 million," said Scott M. Kelly, CEO & Director of Canoe. "We're now focused on closing the Longview acquisition and getting the drills turning at Red Hill."
Each Subscription Receipt will convert automatically into one unit (a "Unit") of the Company upon satisfaction of the Release Conditions (as defined below), without payment of additional consideration or further action by the holder. Each Unit will consist of one pre-Consolidation common share of the Company (a "Canoe Share") and one-half of one common share purchase warrant (each whole such share purchase warrant, a "Canoe Warrant"). Each Canoe Warrant will be exercisable to acquire one additional pre-Consolidation Canoe Share at an exercise price of C$0.18 for 36 months from the date of closing of the Concurrent Financing. These terms are stated on a pre-Consolidation basis and will be adjusted for the previously announced 3.32-for-one share consolidation to be effected in connection with the Transaction (the "Consolidation"), which remains subject to approval of the Company's shareholders at the annual and special meeting of shareholders to be held on November 10, 2026.
The gross proceeds of the Closing have been deposited and are held in escrow with Marrelli Trust Company Limited (the "Escrow Agent") pending satisfaction of customary escrow release conditions, including satisfaction of all conditions precedent to the completion of the Transaction other than the Consolidation and receipt of all required approvals, including final approval of the TSX Venture Exchange (the "Release Conditions"). If the Release Conditions are not satisfied by the termination date, the escrowed proceeds will be returned to holders and the Subscription Receipts will be cancelled.
The Company expects to complete a second and final tranche of the Concurrent Financing on or before October 13, 2026.
Net proceeds are intended for exploration at the Red Hill Project in Nevada, including a deep drilling program, and for Transaction costs and general working capital.
In connection with the Concurrent Financing, and as previously disclosed in the Company's news release dated July 29, 2026, the Company will issue an aggregate of 3,898,610 broker warrants (the "Broker Warrants") to eligible finders upon completion of the Transaction. Each Broker Warrant will be exercisable to acquire one pre-Consolidation Canoe Share at an exercise price of C$0.115 for a period of two years from the date of closing of the Concurrent Financing.
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Related Party Transaction
Insiders of the Company subscribed for 2,092,000 Subscription Receipts in the Closing, for gross proceeds of C$240,580. This participation constitutes a "related party transaction" under Multilateral Instrument 61-101 — Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company relied on the exemptions from the formal valuation and minority shareholder approval requirements in sections 5.5(a) and 5.7(1)(a) of MI 61-101, on the basis that the fair market value of the Subscription Receipts issued to, and the consideration paid by, the related parties does not exceed 25% of the Company's market capitalization, determined in accordance with MI 61-101. The Company did not file a material change report in respect of the related party participation more than 21 days before closing, as the details were not settled until shortly before closing and the Company wished to close on an expedited basis for sound business reasons.
All securities issued and issuable in connection with the Closing are subject to a statutory hold period expiring February 2, 2027. The Concurrent Financing remains subject to final approval of the TSX Venture Exchange.
Option Grant
The Company announces that its board of directors has granted an aggregate of 2,739,000 stock options (the "Options") on October 2, 2026 to certain of its directors, officers, and consultants, pursuant to the Company's existing omnibus long-term incentive plan (the "Plan"). Each Option is exercisable to acquire one Canoe Share at an exercise price of C$0.125 per Canoe Share and will expire on October 2, 2031. The Options will vest upon receipt of the Shareholder Approvals (as defined below). The Options, and any Canoe Shares issued on the exercise thereof prior to February 3, 2027, are subject to a four-month hold period in accordance with the policies of the TSX Venture Exchange and applicable securities laws. The Options were granted conditional upon shareholder ratification of the Options and approval of the Plan at the Company's annual and special meeting of shareholders to be held on November 10, 2026 (the "Shareholder Approvals"), and may not be exercised unless and until such approvals are obtained. Upon completion of the Consolidation, the Options will be adjusted in accordance with the Plan such that they will be exercisable to acquire an aggregate of 825,000 post-Consolidation Canoe Shares at an exercise price of approximately C$0.415 per share.
Of the Options granted, an aggregate of 2,324,000 Options was granted to directors and officers of the Company, which constitutes a "related party transaction" within the meaning of MI 61-101. The Company is relying on the exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101, respectively, as neither the fair market value of the Options granted to the related parties, nor the fair market value of the consideration for such Options, exceeds 25% of the Company's market capitalization.
About Canoe Mining Ventures Corp.
Canoe Mining Ventures Corp. (TSXV: CLV) is a Canadian mineral exploration company focused on identifying, acquiring, and advancing exploration assets. The Company seeks to generate value through property acquisitions, geological evaluation, and disciplined project development in jurisdictions with strong mining frameworks and infrastructure.
About Longview Gold Corp.
Longview Gold Corp. is a private company incorporated under the Business Corporations Act (British Columbia) which holds an option to acquire the Red Hill Project. Longview is not a reporting issuer in any jurisdiction. Longview's activities are concentrated on the acquisition of mineral exploration properties and the exploration, evaluation, and related activities thereon.
For further information, contact:
Canoe Mining Ventures Corp. Scott M. Kelly, CEO & Director Tel: +1 (416) 998-4714 Email: info@canoemining.ca
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any securities in the United States. The 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 within the United States or to U.S. persons absent registration or an applicable exemption. This news release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
Forward-Looking Statements
This news release contains statements which constitute "forward-looking statements" and "forward-looking information" within the meaning of applicable securities laws, including statements regarding completion of the second and final tranche of the Concurrent Financing, satisfaction of the Release Conditions, completion of the Transaction as currently proposed or at all, the Consolidation, the use of proceeds and planned exploration at the Red Hill Project. Such statements are based on a number of assumptions, including that the Release Conditions will be satisfied by the termination date, required shareholder, TSX Venture Exchange and other approvals will be obtained in a timely manner, that the second tranche of the Concurrent Financing will close as anticipated, and that the Company will be able to carry out its exploration activities as planned. Forward-looking statements are based on assumptions management believes to be reasonable as of the date hereof and are subject to known and unknown risks and uncertainties that may cause actual results to differ materially from those expressed or implied. Undue reliance should not be placed thereon, as unknown or unpredictable factors could have material adverse effects on future results, performance or achievements. The Company undertakes no obligation to update forward-looking statements except as required by applicable law.
Completion of the Transaction is subject to a number of conditions, including but not limited to TSX Venture Exchange acceptance and, if applicable pursuant to TSX Venture Exchange requirements, disinterested shareholder approval. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the management information circular prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of Canoe should be considered highly speculative. The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this news release.
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