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Chesapeake Gold Corp
Symbol CKG
Shares Issued 72,093,384
Close 2026-01-12 C$ 4.53
Market Cap C$ 326,583,030
Recent Sedar+ Documents

Chesapeake increases bought deal offering to $15M

2026-01-12 20:16 ET - News Release

Mr. Jean-Paul Tsotsos reports

CHESAPEAKE GOLD ANNOUNCES UPSIZE OF PREVIOUSLY ANNOUNCED BOUGHT DEAL PUBLIC OFFERING TO $15 MILLION AND NON-BROKERED PRIVATE PLACEMENT WITH PARTICIPATION BY ERIC SPROTT

Due to significant investor demand, Chesapeake Gold Corp. and Red Cloud Securities Inc., as lead underwriter and sole bookrunner on behalf of a syndicate of underwriters, have agreed to increase a previously announced bought deal public offering from $10,000,002.60 to $15,000,300. Pursuant to the upsized underwritten offering, the underwriters have agreed to purchase for resale 3,571,500 units of the company at a price of $4.20 per unit.

Each unit will consist of one common share of the company and one-half of one common share purchase warrant. Each warrant will entitle the holder thereof to purchase one common share at a price of $5.65 at any time on or before that date which is 36 months following the closing date (as defined herein).

The company has granted to the underwriters an option, exercisable in whole or in part, at any time for a period of up to 30 days after and including the closing date, to purchase for resale at the offering price additional units equal to up to 15 per cent of the number of units sold pursuant to the underwritten offering at the offering price to cover overallotments, if any, and for market stabilization purposes.

The company also intends to complete a non-brokered private placement of up to 685,000 units of the company at a price of $4.20 per NB unit for gross proceeds of up to $2,877,000. Each NB unit consists of one common share and one-half of one common share purchase warrant. Each NB warrant will entitle the holder thereof to purchase one common share at a price of $5.65 at any time on or before that date which is 36 months following the closing of the NB offering. The NB units will be issued on substantially the same terms as the units and will be subject to a hold period under applicable Canadian securities laws until four months and one day after the closing of the NB offering.

Eric Sprott, through 2176423 Ontario Ltd., a corporation which is beneficially owned by Mr. Sprott, has indicated his intention to participate in the NB offering to maintain his pro rata ownership of common shares of the company following the completion of the offerings. Prior to the offerings, Mr. Sprott beneficially owned or controlled 12,883,499 common shares and 1.85 million warrants, representing approximately 17.9 per cent of the outstanding common shares of the company on a non-diluted basis and approximately 19.9 per cent on a partially diluted basis assuming the exercise of such warrants.

As the NB offering involves a related-party transaction within the meaning of TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions) adopted in the policy, the company intends to rely on 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 in respect of related-party participation in the NB offering as neither the fair market value (as determined under MI 61-101) of the subject matter of, nor the fair market value of the consideration for, the transaction is expected to exceed 25 per cent of the company's market capitalization (as determined under MI 61-101).

The company intends to use the net proceeds from the offerings to advance the company's proprietary oxidative leach technology, the Metates project and the Lucy project and for general working capital.

In connection with the brokered offering, the company intends to file a prospectus supplement to the company's short form base shelf prospectus dated Feb. 23, 2024, with the securities regulatory authorities in each of the provinces and territories of Canada (except Quebec). The units may also be sold in the United States on a private placement basis pursuant to one or more exemptions from the registration requirements of the U.S. Securities Act of 1933, as amended, and in such other jurisdictions outside of Canada and the United States, in each case in accordance with all applicable laws provided that no prospectus, registration statement or similar document is required to be filed in such jurisdiction.

Copies of the applicable offering documents, when available, can be obtained free of charge under the company's profile on SEDAR+. Delivery of the base shelf prospectus and the prospectus supplement and any amendments thereto will be satisfied in accordance with the access equals delivery provisions of applicable Canadian securities legislation.

The base shelf prospectus and the prospectus supplement will contain important detailed information about the company and the brokered offering. Prospective investors should read the prospectus supplement and the accompanying base shelf prospectus and the other documents the company has filed on SEDAR+ before making an investment decision.

The offerings are expected to close on or about Jan. 27, 2026, or on such date as agreed upon between the company and Red Cloud. The closing of the offerings is subject to the company receiving all necessary regulatory approvals, including the approval of the TSX Venture Exchange and the entering into of an underwriting agreement among the company and the underwriters.

About Chesapeake Gold Corp.

Chesapeake's flagship asset is the Metates project located in Durango state, Mexico. Metates hosts one of the largest undeveloped gold-silver deposits in the Americas with over 16.77 million ounces of gold at 0.57 gram per tonne and 423.2 million ounces of silver at 14.3 g/t within 921.2 million tonnes in the measured and indicated mineral resource category and a further 2.13 million ounces of gold at 0.47 g/t and 59.0 million ounces of silver at 13.2 g/t within 139.5 million tonnes in the inferred mineral resource category. See the technical report titled "Metates Sulphide Heap Leach Project Phase I" dated Jan. 13, 2023, and the news release dated Feb. 22, 2023.

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