Midland closes strategic investment from Centerra Gold

Midland Exploration announced the closing of a previously announced private placement, for gross proceeds of $5,058,750 from the sale of 10,650,000 shares of the Corporation at a price of $0.475 per FT Share. Each FT Share will qualify as a “flow-through share” within the meaning of subsection 66(15) of the Income Tax Act. As part of the private placement, Midland is pleased to welcome Centerra Gold (CGAU) as a new strategic investor. Centerra now holds approximately 9.9% of the Corporation’s issued and outstanding common shares. Midland is also pleased to announce the closing of a concurrent non-brokered private placement of 3,181,819 common shares at a price of $0.33 per Share, for gross proceeds of $1,050,000, with the following entities: CDPQ Sodemex, which exercised its contractual right to participate in certain share placements of the Corporation; SIDEX LP; and NQ Investissement Minier. After closing of the private placements of FT Shares and Shares for aggregate gross proceeds of $6,108,750, there are 107,450,577 common shares of the Corporation issued and outstanding. The gross proceeds from the Offering will be used for “Canadian exploration expenses” that qualify as “flow-through mining expenditures”, as both terms are defined in the Tax Act. The Qualifying Expenditures will be incurred on or before December 31, 2026, and will be renounced to the subscribers with an effective date no later than December 31, 2025, in an aggregate amount not less than the gross proceeds raised from the issuance of the FT Shares. The proceeds of the Offering are expected to enable the Corporation to generate and advance high-quality targets on its wholly owned gold exploration projects in Abitibi, James Bay, and northern Quebec over the next 18 months. Refundable tax credits of 22.5% are expected to be recovered on eligible exploration expenditures incurred by the Corporation on its gold projects. In connection with the Offering, Midland entered into an Investor Rights Agreement with Centerra, under which, subject to certain conditions, Centerra was granted certain rights, including the right to participate in future share issuances in order to maintain its percentage of share ownership in the Corporation.