Mr. Luis Albano Tondo reports
JAGUAR MINING INC. ANNOUNCES CLOSING OF BOUGHT DEAL PRIVATE PLACEMENT FOR GROSS PROCEEDS OF C$28.0 MILLION
Jaguar Mining Inc. has closed its previously announced bought deal private placement for aggregate gross proceeds of $28,000,005, which includes the full exercise of the underwriters' (as defined below) option. Pursuant to the offering, the company sold 5,090,910 common shares in the capital of the company at a price of $5.50 per offered share. Red Cloud Securities Inc. acted as lead underwriter and bookrunner on behalf of a syndicate of underwriters that included Research Capital Corp. and Ventum Financial Corp.
The company intends to use the net proceeds of the offering to finance the restart of the Turmalina mine at the company's MTL complex, exploration activities across the company's properties, as well as general working capital and corporate purposes, as is more fully described in the offering document (as defined below).
In accordance with National Instrument 45-106 -- Prospectus Exemptions (NI 45-106), 3,272,728 offered shares were issued to Canadian purchasers pursuant to the listed issuer financing exemption under Part 5A of NI 45-106, as amended by Coordinated Blanket Order 45-935 -- Exemptions from Certain Conditions of the Listed Issuer Financing Exemption, and to purchasers resident in jurisdictions other than Canada pursuant to available prospectus exemptions. Except for the offered shares acquired by Eric Sprott, the offered shares issued to purchasers are not subject to a statutory hold period in accordance with applicable Canadian securities laws and are immediately freely tradeable.
Eric Sprott, a related party of the company, through 2176423 Ontario Ltd., a corporation that is beneficially owned by him, acquired 1,818,182 offered shares under the offering for aggregate gross proceeds to the company of $10,000,001.00. The participation of 2176423 Ontario Ltd. in the offering constitutes a related party transaction within the meaning of Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions (MI 61-101). The offering is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 since neither the fair market value of the subject matter of, nor the fair market value of the consideration for, the offering, insofar as it involves interested parties, exceeds 25 per cent of the company's market capitalization. No new insiders and no control persons were created in connection with the completion of the offering.
Prior to the closing of the offering, the company had 80,130,272 common shares issued and outstanding, and Mr. Sprott, directly or indirectly, held beneficial ownership of, and control and direction over, a total of 39,368,811 common shares of the company, representing approximately 49.13 per cent of the issued and outstanding common shares (on a non-diluted basis). Following the closing of the offering, the company has 85,221,182 common shares issued and outstanding and Mr. Sprott, directly or indirectly, holds beneficial ownership of, and control and direction over, a total of 41,186,993 common shares of the company, representing approximately 48.33 per cent of the outstanding common shares (on a non-diluted basis). Full details of this transaction will be disclosed on the System for Electronic Disclosure by Insiders (SEDI). The offered shares acquired by Mr. Sprott were not sold pursuant to the listed issuer financing exemption, are subject to a statutory hold period in accordance with applicable Canadian securities law and may not be traded until Feb. 16, 2026, except as permitted by applicable securities legislation and the policies of the Toronto Stock Exchange.
As consideration for their services, the underwriters received aggregate cash fees of $1,100,000.22 and 199,999 non-transferable common share purchase warrants. Each broker warrant is exercisable into one common share of the company at a price of $5.89 per broker warrant share at any time on or before Oct. 15, 2027. The broker warrants and broker warrant shares are subject to a statutory hold period in accordance with applicable Canadian securities law and may not be traded until Feb. 16, 2026, except as permitted by applicable securities legislation and the policies of the Toronto Stock Exchange.
There is an amended and restated offering document dated Oct. 7, 2025, relating to the offering that can be accessed under the company's profile at SEDAR+ and on the company's website.
The closing of the offering remains subject to the final approval of the TSX.
Luis Albano Tondo, chief executive officer of Jaguar, commented: "We are proud to announce the successful closing of this private placement, which represents a strong vote of confidence from our investors. This capital infusion will be pivotal in accelerating the restart of our Turmalina mine and expanding exploration efforts across our highly prospective Brazilian portfolio. These strategic investments are designed to unlock substantial value, reinforce our position as a responsible and growing gold producer, and drive long-term benefits for all our stakeholders."
Marina Freitas, chief financial officer of Jaguar, commented: "The successful completion of this offering underscores the financial community's confidence in Jaguar's strategy and disciplined approach to capital management. The proceeds will be prudently allocated to high-impact priorities, including the restart of our Turmalina mine and targeted exploration programs, both essential to enhancing our production profile and driving long-term shareholder value. This financing further strengthens our balance sheet, providing the flexibility needed to execute on our ambitious growth objectives."
The Iron Quadrangle
The Iron Quadrangle has been an area of mineral exploration dating back to the 16th century. The discovery in 1699 to 1701 of gold contaminated with iron and platinum-group metals in the southeastern corner of the Iron Quadrangle gave rise to the name of the town Ouro Preto (Black Gold). The Iron Quadrangle contains world-class multimillion-ounce gold deposits such as Morro Velho, Cuiaba and Sao Bento. Jaguar holds the second-largest gold land position in the Iron Quadrangle with over 46,000 hectares.
About Jaguar Mining Inc.
Jaguar Mining is a Canadian-listed junior gold mining, development and exploration company operating in Brazil with three gold mining complexes and a large land package with significant upside exploration potential from mineral claims. The company's principal operating assets are located in the Iron Quadrangle, a prolific greenstone belt in the state of Minas Gerais and include the MTL complex (Turmalina mine and plant) and Caete complex (Pilar and Roca Grande mines, and Caete plant). The Roca Grande mine has been on temporary care and maintenance since April, 2019. The company also owns the Paciencia complex (Santa Isabel mine and plant), which had been on care and maintenance since 2012 and is under review to restart in 2026.
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