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Yukon Metals Corp. (CSE: YMC, FSE: E770, OTC: YMMCF) (” Yukon Metals ” or the ” Company “) is pleased to announce that it has completed its previously announced “best efforts” agency based private placement of C$10.0 million, plus a C$1.2 million Agents’ option, for a total of 20,409,090 units of the Company (the “Units “) at a price of C$0.55 per Unit for aggregate gross proceeds of approximately C$11.2 million, including the exercise of the Agents’ option (the ” Offering “). Each Unit consists of one common share of the Company and one-half of one common share purchase warrant (each whole common share purchase warrant, a ” Warrant “). Each Warrant entitles the holder thereof to purchase one common share of the Company at a price of C$0.80 until April 9, 2028.

“The completion of this financing takes Yukon Metals‘ treasury to C$17 million, strengthening our ability to advance our key exploration efforts,” said Rory Quinn, President and CEO of Yukon Metals. “This season, our team will focus on three high-priority drill targets – Star River, AZ, and Birch. We are grateful for the support of our shareholders, whose investment is instrumental in unlocking the exploration potential of our property portfolio.”

The Offering was co-led by Cormark Securities Inc. and Canaccord Genuity Corp. (together, the ” Agents “). The Agents received a cash commission equal to 6.0% of the gross proceeds of the Offering, other than with respect to Units issued to purchasers identified by the Company (the ” President’s List “) on which the cash commission was generally reduced to 3.0% of the gross proceeds and, in some cases, further reduced or waived entirely, or increased to up to 6.0% as agreed by the Company and the Agents. As additional consideration for their services, the Agents were also issued compensation warrants (the ” Compensation Warrants “) equal to 6.0% of the number of Units issued pursuant to the Offering, other than with respect to Units issued to purchasers on the President’s List for which no Compensation Warrants were issued. Each Compensation Warrant entitles the holder thereof to subscribe for one common share of the Company at a price of C$0.55 until April 9, 2028.

The Company intends to use the net proceeds from the Offering for working capital and general corporate purposes, including a drilling campaign on its AZ, Birch and Star River properties.

The securities issued in connection with the Offering which were not issued pursuant to the listed issuer financing exemption under Part 5A of National Instrument 45-106 – Prospectus Exemptions , including the Compensation Warrants, are subject to a hold period of four months and one day from the closing of the Offering, in accordance with applicable Canadian securities laws, expiring on August 10, 2025.

One insider of the Company acquired 20,699 Units and as such the Offering is considered a “related party transaction” as defined under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (” MI 61-101 “). The Company has relied on exemptions from the 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 the insider’s participation in the Offering, as such participation does not exceed 25% of the Company’s market capitalization. The Company will file a material change report in respect of the completion of the Offering. However, the Company did not file such a material change report 21 days prior to closing of the Offering as the participation of insiders of the Company in the Offering had not been confirmed at that time.

The securities described herein have not been and will not be registered under the United States Securities Act of 1933, as amended, or any U.S. state securities laws, and may not be offered or sold in the United States absent registration or available exemptions from such registration requirements. This press release does not constitute an offer to acquire securities in any jurisdiction.

About Yukon Metals

Yukon Metals is well financed and represents a property portfolio built on over 30 years of prospecting by the Berdahl family, the prospecting team behind Snowline Gold’s portfolio of primary gold assets. The Yukon Metals portfolio consists primarily of gold-silver, copper-gold and critical metals assets. The Company is led by an experienced Management Team and Board of Directors with technical, finance and Territory expertise.

Yukon Metals is focused on fostering sustainable growth and prosperity within Yukon’s local communities, while simultaneously enhancing stakeholder value. Our strategy centers around inclusivity and shared prosperity, offering both community members and investors the chance to contribute to, and benefit from, our ventures.

The Yukon

The Yukon ranks 10 ^th most prospective for mineral potential across global jurisdictions according to the Fraser Institute’s 2023 Survey of Mining Companies, and is host to a highly experienced and conscientious local workforce, fostered by a long culture of exploration coupled with deep respect for the land. Recent major discoveries with local roots such as Snowline Gold’s Rogue Project – Valley Discovery, demonstrate the Yukon’s potential to generate fresh district-scale mining opportunities.

” ON BEHALF OF THE BOARD OF Yukon Metals CORP. ”

“Rory Quinn”

Rory Quinn, President & CEO
Email: roryquinn@yukonmetals.com
Phone: 604-366-4408

For additional information, please contact:

Kaeli Gattens
Vice President, Investor Relations & Communications
Yukon Metals Corp.
Email: kaeligattens@yukonmetals.com
Website: www.yukonmetals.com

CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION

This news release contains forward-looking statements and forward-looking information (collectively, “forward-looking information”) within the meaning of applicable securities laws. Such forward-looking information includes, without limitation, statements regarding the use of proceeds from the Offering, shareholders’ investment helping to unlock the exploration potential of the Company’s property portfolio and future results of operations, performance and achievements of the Company. Wherever possible, words such as “may”, “will”, “should”, “could”, “expect”, “plan”, “intend”, “anticipate”, “believe”, “estimate”, “predict” or “potential” or the negative or other variations of these words, or similar words or phrases, have been used to identify the forward-looking information. These statements reflect management’s current beliefs and are based on information currently available to management as at the date hereof.

Although the Company believes that such forward-looking information is reasonable, it can give no assurance that such expectations will prove to be correct. The Company cautions investors that any forward-looking information by the Company are not guarantees of future results or performance, and that actual results may differ materially from those in the forward-looking information as a result of various factors and risks, including, uncertainties with respect to obtaining all regulatory approvals to complete the Offering, uncertainties of the global economy, market fluctuations, the discretion of the Company in respect to the use of proceeds discussed above, any exercise of termination by counterparties under applicable agreements, the Company’s inability to obtain any necessary permits, consents or authorizations required for its activities, to produce minerals from its properties successfully or profitably, to continue its projected growth, to raise the necessary capital or to be fully able to implement its business strategies, the Yukon having the potential to generate fresh district scale mining opportunities and other risks identified in its disclosure documents filed at www.sedarplus.ca. This news release is not, and is not to be construed in any way as, an offer or recommendation to buy or sell securities in Canada or in the United States. Although the Company believes the expectations expressed in such forward-looking information is based on reasonable assumptions, such statements are not guarantees of future performance and actual events, results and/or developments may differ materially from those in the forward-looking information. Readers should not place undue reliance on the Company’s forward-looking information. The forward-looking information is made as of the date of this news release and the Company assumes no obligation to update or revise any forward-looking information to reflect new events or circumstances, except in accordance with and as required by applicable securities laws.

Aranjin Resources Ltd. (TSXV: ARJN) (“Aranjin” or the “Company”) announces that it has closed its previously announced non-brokered private placement, raising total gross proceeds of $230,400 through the issuance of 2,880,000 units (each, a “Unit”), at a price of $0.08 per Unit (the “Offering”). Each Unit consists of one common share of the Company and one common share purchase warrant. Each warrant entitles the holder to purchase one common share of the Company at a price of $0.105 at any time on or before that date which is twenty-four months after issuance.

The Company intends to use the net proceeds received from the sale of the Units to maintain the Company’s Projects in South Australia and Mongolia and for general working capital. The Company did not pay any finders’ fees in relation to the Offering.

The Company further announces that it has closed its previously announced debt settlements with certain arm’s length and non-arm’s length creditors (the “Debt Settlement“). Pursuant to the Debt Settlement, the Company has settled an aggregate amount of $349,423 in debt in consideration for which it issued an aggregate of 4,367,788 common shares of the Company at a deemed price of $0.08 per share. In relation to the Debt Settlement, the Company also issued 1,891,538 warrants. Each warrant entitles the holder to purchase one common share of the Company at a price of $0.105 at any time on or before that date which is twenty-four months after the date of issuance.

All securities issued and sold under the Offering and issued in relation to the Debt Settlement are subject to a hold period expiring four months and one day after the date of issuance in accordance with applicable securities laws and the policies of the TSX Venture Exchange (the “TSXV“). The Offering and Debt Settlement remain subject to the final approval of the TSXV.

Related Party Transaction

In connection with the Debt Settlement, certain insiders of the Company were issued an aggregate of 2,641,538 shares and 1,891,538 warrants. The acquisition of the shares and warrants by insiders in connection with the Debt Settlement is considered a “related party transaction” pursuant to Multilateral Instrument 61-101- Protection of Minority Security Holders in Special Transactions (“MI 61-101“) requiring the Company, in the absence of exemptions, to obtain a formal valuation for, and minority shareholder approval of, the “related party transaction”. The Company is relying on an exemption from the formal valuation requirements of MI 61-101 available because no securities of the Company are listed on specified markets, including the TSX, the New York Stock Exchange, the American Stock Exchange, the NASDAQ or any stock exchange outside of Canada and the United States other than the Alternative Investment Market of the London Stock Exchange or the PLUS markets operated by PLUS Markets Group plc. The Company is also relying on the exemption from minority shareholder approval requirements set out in MI 61-101 as the fair market value of the participation in the Debt Settlement by the insiders does not exceed 25% of the market capitalization of the Company, as determined in accordance with MI 61-101. The Company did not file a material change report in respect of the related party transaction at least 21 days before the closing of the Debt Settlement as the Company wished to close the Debt Settlement in an expeditious manner.

Early Warning Disclosure

Pursuant to the Offering, on April 9, 2025, Tsagaachin Bayan Nuur LLC (“TBN“) of Bella Vista 400-1801, Khan Uul District 11,Ulaanbaatar,Mongolia, acquired 2,880,000 Units at a price of $0.08 per Unit for total consideration of $230,400. Each Unit consists of one common share and one warrant, with each warrant exercisable into an additional common share of the Company at $0.105 per share for 24 months from the date of issuance. Prior to the Offering and Debt Settlement, TBN held 80,300 common shares, or approximately 0.73% of the Company’s issued and outstanding shares.

The warrants issued to TBN in the Offering contain a provision that the entity is not able to exercise such number of the warrants as would result in TBN holding more than 19.99% of the issued and outstanding shares of the Company, without first obtaining disinterested shareholder approval, as required by the policies of the TSXV.

Following the Offering and the Debt Settlement, TBN holds 2,960,300 common shares and 2,880,000 warrants, representing approximately 16.17% of the Company’s then issued and outstanding shares, on an undiluted basis, or approximately 27.56% of the Company’s then issued and outstanding shares, on a partially diluted basis, subject, however, to TBN being precluded from exercising warrants that would result in TBN holding more than 19.99% of the issued and outstanding shares of the Company, without the Company first obtaining disinterested shareholder approval.

Pursuant to the Debt Settlement, on April 9, 2025, Matthew Wood, a director of the Company, through Mongolia Wealth Management Pty Ltd. (“Mongolia Wealth“) of 536 Glover Road, Manapouri Queensland, Australia, 4361, acquired 1,891,538 common shares, at a deemed price of $0.08 per share, and 1,891,538 warrants of the Company, in settlement of $141,323 bona-fide debt. Each warrant is exercisable into one additional common share at a price of $0.105 per share for a period of 24 months from the date of issuance. Prior to the Debt Settlement and the Offering, Mr. Wood held, directly and indirectly, 514,832 common shares and 250,000 warrants of the Company, representing approximately 4.65% of the Company’s issued and outstanding shares on an undiluted basis, or approximately 6.76% of the Company’s issued and outstanding shares, on a partially diluted basis.

The warrants issued to Mongolia Wealth in the Debt Settlement contain a provision that the entity is not able to exercise such number of the warrants as would result in Mr. Wood holding more than 19.99% of the issued and outstanding shares of the Company, without first obtaining disinterested shareholder approval and TSXV approval, as required by the policies of the TSXV.

As a result of the Debt Settlement, Mr. Wood holds, directly and indirectly, 2,406,370 common shares of the Company and 2,141,538 share purchase warrants, representing approximately 13.14% of the Company’s then issued and outstanding shares, following the Debt Settlement and the Offering, on an undiluted basis, or approximately 22.23% of the Company’s then issued and outstanding shares on a partially-diluted basis, subject, however, to Mongolia Wealth being precluded from exercising warrants that would result in Mr. Wood holding more than 19.99% of the issued and outstanding shares of the Company, without the Company first obtaining disinterested shareholder approval and TSXV approval.

Mr. Wood and TBN acquired the securities of the Company for investment purposes, and either may, depending on market and other conditions, increase or decrease their beneficial ownership of the Company’s securities, whether in the open market, by privately negotiated agreements or otherwise, subject to a number of factors, including general market conditions and other available investment and business opportunities. The disclosure respecting Mr. Wood and TBN’s security holdings contained in this news release is made pursuant to National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues and National Instrument 62-104 – Take-Over Bids and Issuer Bids, and an early warning report respecting each of the above acquisitions will be filed with the applicable securities regulatory authorities and will be available for viewing under the Company’s profile on the SEDAR+ website at www.sedarplus.ca.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States of America. The securities have not been and will not be registered under the United States Securities Act of 1933 (the “1933 Act“) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons (as defined in the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration is available.

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 news release.

Forward-looking Statements

Certain information contained herein constitutes “forward-looking information” under Canadian securities legislation. Forward-looking information includes, but is not limited to, the completion of the Offering and Debt Settlement on the terms and timing described herein, the Offering and Debt Settlement, the Company’s proposed use of proceeds from the Offering, receipt of TSXV approval for the Offering and the Debt Settlement, , the Company’s reliance on certain exemptions from requirements under MI 61-101, the Company filing a material change report and the timing thereof,. Generally, forward-looking information can be identified by the use of forward-looking terminology such as “will”, “anticipates” or variations of such words and phrases or statements that certain actions, events or results “will” occur. Forward-looking statements are based on the opinions and estimates of management as of the date such statements are made and they are from those expressed or implied by such forward-looking statements or forward-looking information subject to known and unknown risks, uncertainties and other factors that may cause the actual results to be materially different, including receipt of all necessary regulatory approvals. Although management of the Company have attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. The Company will not update any forward-looking statements or forward-looking information that are incorporated by reference herein, except as required by applicable securities laws.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/247890

Canadian Gold Corp. (TSXV: CGC) (“Canadian Gold” or the “Company”) is pleased to announce that it has been approved for an additional $300,000 grant from the Manitoba Mineral Development Fund (“MMDF”). The proceeds from the grant will be used to update the Tartan Mine’s NI 43-101 resource estimate, and to complete a Preliminary Economic Assessment (“PEA”) for the possible restart of the mine. Both are expected to commence at the conclusion of the current Phase 4 exploration program, which is estimated to be completed by early summer. This grant, when combined with the Company’s treasury and pending financing, will increase Canadian Gold‘s total capital to approximately $3.5 million.

“We want to express our gratitude to the Province of Manitoba and the Manitoba Mineral Development Fund for targeting these funds to further our efforts in advancing the potential restart of the Tartan Mine. An updated NI 43-101 and PEA are critical to quantifying and validating the economic potential of Tartan.

“I also want to thank the MMDF Board and the Government of Manitoba for the continued support and funding of the MMDF program. The MMDF program provides critical funding to many junior resource companies that often struggle to access the capital that is vital to the growth of the mining sector in Manitoba.” – Michael Swistun, CFA, President & CEO.

Canadian Gold wishes to acknowledge the significant impact that the MMDF continues to have on mineral exploration and development in Manitoba. The continued support of MMDF and the Manitoba Mineral Exploration Tax Credit (“MMETC”) make Manitoba a strong destination for mineral exploration. Manitobans may also avail themselves of the unique tax incentives when investing in eligible Manitoba mineral exploration projects, such as the Tartan Mine.

About Canadian Gold Corp.

Canadian Gold Corp. is a Toronto-based mineral exploration and development company whose objective is to expand the high-grade gold resource at the past producing Tartan Mine, located in Flin Flon, Manitoba. The historic Tartan Mine currently has a 2017 indicated mineral resource estimate of 240,000 oz gold (1,180,000 tonnes at 6.32 g/t gold) and an inferred estimate of 37,000 oz gold (240,000 tonnes at 4.89 g/t gold). The Company also holds a 100% interest in greenfields exploration properties in Ontario and Quebec, adjacent to some of Canada’s largest gold mines and development projects, specifically, the Canadian Malartic Mine (QC), the Hemlo Mine (ON) and Hammond Reef Project (ON). McEwen Mining Inc. holds a 5.9% interest in Canadian Gold, and Robert McEwen, the founder and former CEO of Goldcorp, and Chairman and CEO of McEwen Mining, holds a 32% interest in Canadian Gold.

CAUTION REGARDING FORWARD-LOOKING INFORMATION

This news release of the Company contains statements that constitute “forward-looking statements.” Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause Canadian Gold‘s actual results, performance or achievements, or developments in the industry to differ materially from the anticipated results, performance or achievements expressed or implied by such forward-looking statements.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/247871