Magna Mining Announces Upsize to Previously Announced Private Placement

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Sudbury, Ontario--(Newsfile Corp. - February 6, 2025) - Magna Mining Inc. (TSXV: NICU) (OTCQB: MGMNF) (FSE: 8YD) (the "Company") is pleased to announce that the Company and a syndicate of agents co-led by SCP Resource Finance LP ("SCP") and Desjardins Capital Markets (together with SCP, the "Agents") have agreed to increase the size of its previously announced "best efforts" private placement offering of unsecured convertible debentures (the "Debenture Offering").

The Debenture Offering has been upsized from up to C$15 million aggregate principal amount of unsecured convertible debentures ("Convertible Debentures") to up to C$22 million of Convertible Debentures.

The Convertible Debentures will be issued in ordinary multiples of C$1,000, less an original issue discount (an "OID") of 2% of the principal amount of the Convertible Debentures. Concurrent with the Debenture Offering, the Company previously announced a "best efforts" private placement offering of up to 6,451,612 common shares of the Company (the "Common Shares" and, together with the Convertible Debentures, the "Offered Securities") at a price of C$1.55 per Common Share for aggregate gross proceeds of up to C$10 million (together with the Debenture Offering, the "Offering"). In addition, the Company has granted the Agents an option to increase the Offering by up to 15% of the number of Offered Securities, exercisable by the Agents, in whole or in part, at any time up to three business days prior to the closing of the Offering.

The Company intends to use the net proceeds of the Offering to advance the Company's Sudbury projects and for general corporate and working capital purposes.

The Offering is expected to close on or about February 27, 2025 and remains subject to satisfaction of certain conditions, including the receipt of all necessary corporate and regulatory approvals, including the approval of the Exchange. All securities issued under the Offering will be subject to a hold period under applicable Canadian securities laws expiring four months and one day from the closing date of the Offering.

The securities offered have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This news release shall not constitute an offer to sell, or the solicitation of an offer to buy, nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful.