Mr. Luis Santana reports
GOLDQUEST CLOSES FINAL TRANCHE OF PRIVATE PLACEMENT FOR TOTAL GROSS PROCEEDS OF C$16.2 MILLION
Goldquest Mining Corp. has closed the second and final tranche of its previously announced non-brokered private placement of common shares in the capital of the company, originally announced on May 14, 2025. The first tranche of the private placement closed on June 2, 2025.
Under the second tranche, the company issued 10,972,222 common shares at a price of 50 cents per share to Guess Investments Ltd., an existing shareholder and insider of the company, for gross proceeds of $5,486,111.
Guess Investments is owned and controlled by a group of Dominican nationals, highlighting the strong and growing support from local investors for Goldquest's projects in the Dominican Republic.
Combined with the first tranche, the company issued a total of 32,423,099 common shares under the private placement for gross proceeds of $16,211,549.50. Goldquest will have $28-million in the treasury.
No finders' fees were paid in connection with the second tranche. The private placement remains subject to final acceptance of the TSX Venture Exchange. All securities issued under the private placement are subject to a statutory hold period of four months in accordance with applicable Canadian securities laws.
Upon closing the second tranche, the company entered into an investor rights agreement with the investor, which, among other things, grants customary participation rights and top-up rights to allow the investor to maintain its interest in Goldquest, and provides the right for the investor to nominate, at its election, up to two individuals to the company's board of directors, while the investor holds at least a 7.5-per-cent interest (for the first nomination right) or a 15-per-cent interest (for the second nomination right) in the company. Following closing of the second tranche, the investor owns 12.44 per cent of the issued and outstanding common shares on a non-diluted basis. The first nominee of the investor is Charles Reid, a current director on the company's board of directors.
Use of proceeds
The net proceeds from the private placement will be used to advance Goldquest's key strategic and development initiatives, including:
- Completion of the environmental and social impact assessment at Romero;
- Finalization of the bankable feasibility study for the Romero project;
- Mineral exploration at the Tireo belt;
- General corporate purposes.
Insider participation and Multilateral Instrument 61-101 disclosure
Insiders of the company acquired an aggregate of 1,242,000 common shares ($621,000) under the first tranche and acquired an additional 10,972,222 common shares ($5,486,111) under the second tranche. Such insider participation constitutes a related-party transaction as defined under TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions).
The company is relying on exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of the securities to be acquired by insiders, nor the consideration paid by them exceeds 25 per cent of the company's market capitalization.
About Goldquest Mining Corp.
Goldquest is a Canadian-based mineral exploration and development company with projects in the Dominican Republic. The company is focused on advancing the Romero gold-copper project and exploring the Tireo formation, a district known for its rich mineral potential. Goldquest is listed on the TSX Venture Exchange under the symbol GQC.
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