Acquisition of Hemlo Gold Mine Launches a New Mid-Tier Canadian Gold Producer
NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES
- Carcetti to acquire Hemlo from Barrick for consideration comprising $875 million in cash and 34.6 million Carcetti shares at closing plus up to $165 million of contingent cash payments
- Transaction fully-funded with at least $1.0 billion of gross proceeds from a gold stream, an underwritten term loan and a bought deal private placement of Subscription Receipts
- Upon closing, Carcetti to be re-named Hemlo Mining Corp. and will be led by an experienced leadership team with a long history and deep understanding of Hemlo
All dollar figures in US dollars unless otherwise indicated
VANCOUVER, British Columbia, Sept. 10, 2025 (GLOBE NEWSWIRE) -- Carcetti Capital Corp. (“Carcetti” or the “Company”) (TSXV/NEX: CART.H) is pleased to announce that it has entered into a definitive agreement (the “Agreement”) to acquire a 100% interest in the Hemlo Gold Mine (“Hemlo”) in Ontario, Canada from wholly-owned subsidiaries of Barrick Mining Corporation (“Barrick”) for $875 million in cash and 34.6 million common shares of the Company payable at closing plus up to $165 million in additional contingent cash payments tied to gold price thresholds (the “Transaction”). Upon closing, Carcetti intends to change its name to Hemlo Mining Corp. (“HMC”) and appoint a leadership team of experienced mining executives.
Jason Kosec, HMC’s incoming President & CEO, commented: “The acquisition of Hemlo establishes the foundation for the next leading mid-tier Canadian growth-focused gold producer. Our business objective is clear: to maximize the value of Hemlo’s existing infrastructure through a fit-for-purpose operating approach, while unlocking new opportunities through an aggressive brownfields exploration strategy. We extend our appreciation to Barrick for their longstanding stewardship of this asset and look forward to working in close partnership with the Biigtigong Nishnaabeg and Netmizaaggamig Nishnaabeg First Nations, as well as the local community, to ensure Hemlo continues to generate shared benefits for years to come. Together, we are committed to extending Hemlo’s proud legacy and creating meaningful, long-term value.”
Barrick president and chief executive Mark Bristow commented, “We are confident that HMC’s experienced management and the existing Hemlo team will be excellent stewards of the asset, unlock its future potential and continue to deliver benefits for all stakeholders.”
Transaction Highlights
- Establishes HMC as a new, growth-oriented mid-tier Canadian gold producer
- Proven leadership team of experienced mining executives with strong shareholder alignment through significant ownership in HMC
- Hemlo is a long life, low-cost operation with average annual gold production during operation of 154,000 ounces at under $1,550/oz All-in Sustaining Costs (“AISC”)1 over a 14-year mine life
- Material upside potential from optimizing the existing operation through leveraging underutilized infrastructure
- Significant brownfield exploration potential near existing underground infrastructure
- Financing package provides flexibility and balance sheet strength at an attractive cost of capital, with strong financial support from leading mining industry capital providers including Wheaton Precious Metals Corp. (“Wheaton”) and Orion Mine Finance Management LP (“Orion”)
HMC Leadership Team
It is anticipated that, upon completion of the Transaction, the Company will make the following appointments to its board of directors and management team:
Jonathan Awde | Executive Chairman. Co-founder and former CEO of Dakota Gold Corp. and Gold Standard Ventures Corp, which was sold to Orla Mining Ltd. for C$242 million in 2022.
Jason Kosec | President, CEO & Director. Founder and former President & CEO of Millennial Precious Metals Corp. until its merger with Integra Resources Corp. in 2023 where he assumed the same role and oversaw the combined company’s acquisition and integration of the Florida Canyon Mine in Nevada in 2024.
Robert Quartermain | Director. Currently Co-Chair, director & CEO of Dakota Gold, Mr. Quartermain played a key role in the discovery and delineation of Hemlo while working for Teck Resources Limited as a geologist. After 25 years as CEO of SSR Mining Inc. where he grew the company into a premier global silver producer, he founded Pretium Resources Inc., which developed the Brucejack Mine in British Columbia and was eventually sold to Newcrest Mining Limited for $2.8 billion in 2022.
Audra Walsh | Director. Currently a director at IAMGOLD and Faraday Copper. Previously served as CEO of Minera, S.A. and Minas de Aguas Teñidas S.A.U. (MATSA) which was sold to Sandfire Resources for $1.9 billion in 2022.
Glenn Kumoi | Director. Carcetti’s current President & CEO and former General Counsel at Gold Standard Ventures Corp.
Jon Case | Chief Financial Officer. Former Vice President, Portfolio Manager & Research Lead at CI Global Asset Management, an asset manager with over $100 billion in assets under management, where he focused on the resource sector.
Eric Tremblay P.Eng | Chief Operating Officer. Former COO of Osisko Development and was the General Manager at Canadian Malartic where he built and operated Canada’s second largest gold mine. Currently COO of Dalradian Resources Inc. where he will remain in his post, which is currently owned by Orion Resources Inc.
Raphael Dutaut Ph.D P.Geo | Vice President, Exploration. Former Vice President, Exploration of Millennial Precious Metals Corp. and former Vice President, Geology & Mining of Integra Resources Corp.
Additional director and management appointments will be announced by the Company in due course.
Hemlo Overview
Property overview & history: The Hemlo gold mining complex is located 35 kilometers east of the town of Marathon, Ontario and located on the traditional territories of the Biigtigong Nishnaabeg and Netmizaaggamig Nishnaabeg First Nations. Since initial production in 1985, Hemlo has produced approximately 25 million ounces of gold from both underground and open pit operations. The Rocky Shore mineral tenure package, which is contiguous with the Hemlo property, was acquired by Barrick in 2025 and will be acquired by the Company as part of the Transaction.
Franco-Nevada Corporation (“Franco-Nevada”) holds a 50% net profit interest on certain claims comprising the Interlake deposit (the “Interlake Claims”).
Operational overview: Current operations consist of contractor-operated underground mining utilizing an operator-owned fleet. Underground mining areas are accessed from both shaft and ramp with average ore mining rates of approximately 1.3 million tonnes per annum (“Mtpa”) over the past three years. The underground mine produced between 1.9 and 2.2 Mtpa of ore from 1989 to 2002 through the shaft only, which continues to have a hoisting capacity of approximately 2.6 Mtpa. Ore is processed at the Williams Mill which has a capacity of approximately 3.6 Mtpa.
Hemlo Technical Report Highlights
The Company has commissioned an independent National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”) technical report (the “Technical Report”) for Hemlo in connection with the Transaction titled “NI 43-101 Technical Report, Hemlo Mine, Ontario, Canada” prepared by SLR Consulting (Canada) Ltd. (“SLR”) which supports the results of a pre-feasibility study for Hemlo (the “PFS”). The Technical Report does not consider the financing of the Transaction, including the Gold Stream (as defined below), which could materially impact the results, including the reserves.
Highlights of the PFS include:
- After-tax net present value of $1.1 billion based on consensus gold prices and a 5% discount rate and life of mine undiscounted after-tax free cash flow2 of $1.49 billion
- Average annual gold production of 154,000 ounces per year over a 14-year mine life from both underground and open pit operations
- $1,541/oz average AISC2 over the life of mine
-
Significant mineral reserves and mineral resources as at December 31, 2024 including:
- Probable mineral reserves of 2,321 koz of contained gold (41.2 million tonnes at grade of 1.75 g/t)
- Measured and indicated mineral resources of 3,626 koz of contained gold (71.3 million tonnes at grade of 1.58 g/t)
- Inferred mineral resource of 624 koz of contained gold (9.8 million tonnes at grade of 1.98 g/t)
The Technical Report will be filed on SEDAR+ within 45 days of the date of this news release.
Transaction Summary
Under the Agreement, the Company will acquire from wholly-owned subsidiaries of Barrick all of the issued and outstanding shares of a newly created entity formed to hold 100% of Barrick’s interest in Hemlo.
The Company has agreed to pay Barrick cash consideration of $875 million and 34.6 million common shares of the Company upon closing of the Transaction and up to $165 million of additional gold price-linked contingent cash payments based on the following key terms:
- Five-year term commencing January 1, 2027 and ending December 31, 2031
- Applies to payable gold production from Hemlo excluding 50% of production from the Interlake Claims
- Payments made annually to Barrick based on three incremental pricing thresholds:
- Threshold 1: 20.0% of incremental revenue per ounce of payable gold production at or above $3,300/oz but less than $3,500/oz
- Threshold 2: 22.5% of incremental revenue per ounce of payable gold production at or above $3,500/oz but less than $3,700/oz
- Threshold 3: 25.0% of incremental revenue per ounce of payable gold production at or above $3,700/oz
The Transaction has been unanimously approved by the Company’s board of directors.
The Transaction is expected to close in the fourth quarter of 2025. The Transaction is subject to customary closing conditions including Company shareholder approval, TSX Venture Exchange (“TSXV”) approval and requisite third-party and regulatory approvals.
Benefits to First Nations and the Hemlo Community
- The Company is committed to working collaboratively with local First Nations and fulfilling all existing commitments, agreements and obligations with the Biigtigong Nishnaabeg and Netmizaaggamig Nishnaabeg
- The Company recognizes the skills and experience of management, employees, and contractors at Hemlo and intends to leverage their capabilities to optimize the operation going forward
- A core element of the Company’s strategy is to invest in exploration and development to ultimately extend the life of the mine, providing sustainable long-term economic opportunities for the workforce and local communities
- The Company is committed to continuing support for employees, contractors, suppliers, and the local community
- The Company anticipates working collaboratively with regulators and the Hemlo Community, and has included appropriate levels of investment in its financial plan to ensure all existing mine closure and reclamation commitments are satisfied
Transaction Financing
To fund the $875 million in upfront cash consideration as well as working capital requirements upon closing the Transaction, the Company has entered into agreements for an acquisition financing package of at least $1.0 billion as follows:
- $400 million to be provided through a gold stream with Wheaton
- $225 million senior secured credit facilities solely underwritten by the Bank of Nova Scotia, comprising a $200 million acquisition term loan and $25 million revolving credit facility for working capital
- $415 million to be provided through a bought deal private placement offering of Subscription Receipts
Gold Stream
The Company has entered into a term sheet for a $400 million gold stream (the “Gold Stream”). Under the terms of the Gold Stream, the Company will deliver to Wheaton gold equal to 13.5% of the production from Hemlo (subject to certain adjustments) until 181,000 ounces have been delivered after which the stream percentage will be reduced to 9.0% until a further 157,330 ounces have been delivered followed by a stream percentage of 6.0% thereafter. The applicable stream percentages for production from the Interlake Claims will be reduced by half. For each ounce delivered, Wheaton will pay the Company a production payment equal to 20% of the current spot gold price. The applicable stream percentages and delivery thresholds may be adjusted subject to cumulative deliveries relative to a pre-agreed delivery schedule.
If gross proceeds from the Private Placement (as defined below) excluding Wheaton’s participation exceed $300 million (the “Excess Proceeds”), the Company may elect to reduce the Gold Stream proceeds by an amount up to the lesser of i) $100 million and ii) the amount of the Excess Proceeds (with such reductions in minimum increments of $10 million). If the Company elects to reduce the Gold Stream proceeds, the stream percentages and associated delivery thresholds will be reduced proportionately and Wheaton’s participation in the Private Placement will be reduced from $50 million to $30 million.
Credit Facilities
The Company has a binding commitment from the Bank of Nova Scotia for a $200 million term loan facility (“Term Loan”) and a $25 million revolving credit facility (the “RCF” and together with the Term Loan, the “Credit Facilities”). The Credit Facilities will have a three-year term. The Credit Facilities will be available by way of advances bearing interest at either the term Secured Overnight Financing Rate (SOFR) plus an applicable margin ranging from 2.75% to 3.75% based on the Company’s net leverage at the end of each fiscal quarter (provided that for the first two quarters there will be a minimum margin of 3.25%). The Term Loan will have no principal payments for the 6 months following closing of the Transaction, following which the Term Loan will be repaid in quarterly installments of 5% of the outstanding amount under the Term Loan as of the first amortization date, with the balance repaid at maturity. The Company will have the ability to repay the Credit Facilities in full, without penalties, at any time prior to the maturity date. The Credit Facilities are senior secured facilities on a shared basis with the Gold Stream, secured by first-priority security interests on substantially all of the Company’s assets, and subject to customary financial and non-financial covenants.
Private Placement
The Company has entered into an agreement with Scotiabank as sole bookrunner on behalf of a syndicate of underwriters (the “Underwriters”) in connection with a bought deal private placement of 287,500,000 subscription receipts of the Company (the “Subscription Receipts”) at an issue price of C$2.00 (approximately $1.44) per Subscription Receipt (the “Issue Price”) for total gross proceeds of C$575 million (approximately $415 million) (the “Private Placement”).
Each Subscription Receipt will entitle the holder to receive, without payment of additional consideration and without further action, one common share of the Company (a “Subscription Receipt Share”), subject to customary adjustment provisions, upon the satisfaction or waiver of certain release conditions, including the satisfaction or waiver of all conditions to the completion of the Transaction substantially in accordance with the terms of the Agreement, other than the payment of the purchase price (the “Release Conditions”). The Private Placement is expected to close on or about October 1, 2025.
The directors and officers of HMC have agreed to participate in the Private Placement for at least $10 million.
Wheaton has committed to participate in the Private Placement for an amount up to $50 million. The Company has received a term sheet from Orion to participate in the Private Placement for an amount up to $100 million, subject to maximum ownership in the Company of 19.9% on a pro forma basis.
The Subscription Receipts and the Subscription Receipt Shares will be subject to a four month and one day hold period pursuant to Canadian securities laws. Upon completion of the Amalgamation (as defined below), the Resulting Issuer Shares (as defined below) will not be subject to a hold period under Canadian securities laws.
The Subscription Receipts and the Subscription Receipt Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended, or any applicable securities laws of any state of the United States and may not be offered or sold in the United States absent registration or an applicable exemption from such registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy any securities of the Company, nor shall there be any offer or sale of any securities of the Company in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
Trading in the Company’s common shares on the TSXV will be halted after the closing of the market on Wednesday September 10, 2025. The Company does not intend to apply for reinstatement of trading until closing of the Transaction.
The gross proceeds from the sale of the Subscription Receipts, less (i) 50% of the Underwriters’ fee that is payable on closing of the Private Placement; and (ii) the Underwriters’ reasonable out-of-pocket expenses and the reasonable fees, taxes and disbursements of the Underwriters’ legal counsel, will be deposited and held in escrow by a subscription receipt agent to be chosen by the Company and the Underwriters, pending the satisfaction or waiver of the Release Conditions. If (i) closing of the Transaction does not occur on or before 5:00 p.m. (Eastern time) on the date that is six months from the date of the Agreement (the “Acquisition Outside Time”) and the Agreement is terminated in accordance with its terms; or (ii) the Agreement is terminated in accordance with its terms for any reason prior to the Acquisition Outside Time (each, a “Termination Event”), then an amount per Subscription Receipt equal to the Issue Price plus a pro rata share of any earned interest, calculated from the closing of the Offering to the time of a Termination Event, net of any applicable withholding, will be returned to the holders of the Subscription Receipts, and the Subscription Receipts will be cancelled.
Provided that the Release Conditions are met prior to a Termination Event, the subscription receipt agent will release the remaining 50% of the deposited Underwriters’ fee together with all interest earned thereon to the Underwriters, and the balance of the escrowed funds shall be released to the Company (or as directed by the Company).
Capital Structure
Upon closing of the Private Placement, the Amalgamation and the Transaction, the Company expects to have approximately 348 million Resulting Issuer Shares outstanding. Upon closing of the Transaction, the Company expects to have approximately $110 million of cash on hand plus $25 million of capacity on its RCF for total liquidity of $135 million. The approximate pro forma ownership of the Company is expected to be as follows:
| Shareholder | Pro Forma Ownership |
| Management, Board and Other Existing Company Shareholders | 9% |
| Orion | 19.9% |
| Barrick | 10% |
| Wheaton | 10% |
| Other New Investors | 51% |
| Total | 100% |
Company Reactivation to the TSXV
The Transaction is expected to enable the Company to meet the initial listing requirements of the TSXV as a Tier 1 or Tier 2 mining issuer. The Company intends to apply to the TSXV for reactivation in order to graduate from the NEX Board of the TSXV to the TSXV main board (the “Reactivation”).
Shareholder Approval
The Transaction constitutes a “Fundamental Acquisition” as defined in TSXV Policy 5.3 – Acquisition and Disposition of Non-Cash Assets (“Policy 5.3”) and requires the approval of the majority of the Company’s shareholders. In accordance with Policy 5.3, the Company has obtained written shareholder approval for the Transaction from shareholders representing in aggregate approximately 69% of the issued and outstanding common shares of the Company.
Pursuant to the Transaction, the Company will enter into an amalgamation agreement with a newly incorporated and wholly-owned subsidiary of the Company to amalgamate (the “Amalgamation”) under section 181 of the Canada Business Corporations Act (“CBCA”). Pursuant to the Amalgamation, the Company expects it will consolidate its common shares on the basis of one (1) new common share of the Company (a “Resulting Issuer Share”) for every one and half (1.5) pre-consolidation common shares (the “Consolidation”) and will change its name to Hemlo Mining Corp.
Pursuant to section 183 of the CBCA, the Company will submit the Amalgamation for approval by the Company’s shareholders at its next annual general and special meeting (the “Meeting”). Certain key shareholders and proposed directors and officers of the Company (namely: Jonathan Awde, Jason Kosec, Robert Quartermain, and Jon Case), representing in aggregate approximately 69% of the issued and outstanding common shares of the Company, have entered into voting support agreements with the Company whereby they agreed to vote their common shares in favour of the Amalgamation. The Amalgamation must be approved by at least 66 2/3% of the votes cast by Company shareholders at the Meeting.
Advisors and Counsel
Scotiabank is acting as exclusive financial advisor to the Company. Cassels Brock & Blackwell LLP is acting as legal advisor to Scotiabank in relation to the Private Placement.
Borden Ladner Gervais LLP is acting as legal advisor to the Company in relation to the Transaction and the Private Placement.
Contact
For further information contact Jason Kosec at info@hemlomining.com.
Hemlo Pre-Feasibility Study Technical Report Summary Information
Mineral Reserves(1)(2)(3)(4)(5)(6)(7)(8)
| Proven Reserves | Probable Reserves | Total Reserves | |||||||
| Tonnes | Grade | Contained | Tonnes | Grade | Contained | Tonnes | Grade | Contained | |
| (kt) | (g/t Au) | (koz Au) | (kt) | (g/t Au) | (koz Au) | (kt) | (g/t Au) | (koz Au) | |
| Open Pit | - | - | - | 28,446 | 0.85 | 781 | 28,446 | 0.85 | 781 |
| Underground Zones: | |||||||||
| Underground (Excluding Interlake Claims) | - | - | - | 9,057 | 3.66 | 1,067 | 9,057 | 3.66 | 1,067 |
| Interlake Claims | - | - | - | 3,746 | 3.93 | 473 | 3,746 | 3.93 | 473 |
| Total Underground | - | - | - | 12,802 | 3.74 | 1,540 | 12,802 | 3.74 | 1,541 |
| Overall Total | - | - | - | 41,249 | 1.75 | 2,321 | 41,249 | 1.75 | 2,321 |
| Interlake Claims (50%) | - | - | - | 1,873 | 3.93 | 237 | 1,873 | 3.93 | 237 |
| Overall Total Excluding 50% of Interlake Claims | - | - | - | 39,376 | 1.65 | 2,084 | 39,376 | 1.65 | 2,084 |
(1) Based on $1,700/oz gold price assumption
(2) The independent qualified person for the 2025 MRE, as defined by NI 43-101 guidelines, is Jason Allen, P. Eng. (#39170), of Entech Mining Ltd. The effective date of the estimate is December 31, 2024
(3) The Hemlo Underground Mineral Reserve estimate follows the November 29, 2019, CIM Estimation of Mineral Resources and Mineral Reserves Best Practice Guidelines
(4) These mineral reserves have been diluted based on site geotechnical recommendations and have had a mining recovery applied
(5) The mineral reserve is depleted for all mining to December 31, 2024
(6) The mineral reserve is reported using a 3.5 g/t break-even, a $120/t or $131/t NSR diluted stope incremental cut-off depending on method, and a $34.13 NSR marginal cut-off value. The analysis does not incorporate the Gold Stream which would impact operating margin and Reserves. The estimated impact of the Gold Stream at $1,700/oz is approximately $340M ($150/oz or $8.23/t mined excluding Interlake) which implies the reserve price would have to increase by approximately $150/oz to be valid
(7) Estimates use metric units (metres (m), tonnes (t), and g/t). Metal contents are presented in troy ounces (metric tonne × grade / 31.103475)
(8) The independent qualified person is not aware of any known environmental, permitting, legal, title-related, taxation, socio-political or marketing issues or any other relevant issue that could materially affect the mineral reserve estimate
Mineral Resources (Inclusive of Reserves)(9)(10)(11)(12)(13)(14)(15)(16)(17)
| Measured | Indicated | Measured & Indicated | Inferred | |||||||||
| Tonnes | Grade | Contained | Tonnes | Grade | Contained | Tonnes | Grade | Contained | Tonnes | Grade | Contained | |
| (kt) | (g/t Au) | (koz Au) | (kt) | (g/t Au) | (koz Au) | (kt) | (g/t Au) | (koz Au) | (kt) | (g/t Au) | (koz Au) | |
| Open Pit | - | - | - | 56,875 | 0.88 | 1,601 | 56,875 | 0.88 | 1,601 | 6,501 | 0.42 | 88 |
| Underground Zones: | ||||||||||||
| Underground (Excluding Interlake Claims) |
2,587 | 4.19 | 349 | 7,475 | 4.24 | 1,020 | 10,062 | 4.23 | 1,368 | 2,096 | 3.78 | 255 |
| Interlake Claims | 1,750 | 4.89 | 275 | 2,594 | 4.57 | 381 | 4,345 | 4.70 | 656 | 1,224 | 7.14 | 281 |
| Total Underground | 4,337 | 4.47 | 624 | 10,069 | 4.33 | 1,401 | 14,406 | 4.37 | 2,025 | 3,320 | 5.01 | 535 |
| Overall Total | 4,337 | 4.47 | 624 | 66,944 | 1.39 | 3,002 | 71,281 | 1.58 | 3,626 | 9,821 | 1.98 | 624 |
| Interlake Claims (50%) | 875 | 4.89 | 138 | 1,297 | 4.57 | 191 | 2,172 | 4.70 | 328 | 612 | 7.14 | 140 |
| Overall Total Excluding 50% of Interlake Claims | 3,462 | 4.37 | 486 | 65,647 | 1.33 | 2,812 | 69,109 | 1.48 | 3,298 | 9,209 | 1.63 | 483 |
(9) The Mineral Resource estimate has been prepared according to CIM (2014) Standards and using CIM (2019) MRMR Best Practice Guidelines
(10) Open Pit Mineral Resources are reported based on an economic pit shell. Underground Mineral Resources are constrained within stope shapes generated by Deswik Stope Optimizer
(11) Open Pit Mineral Resources are reported at a cut-off grade of 0.21 g/t Au. Underground Mineral Resources are reported on a diluted basis using a gold cut-off grade that varies by material type and mining method and averages 2.38 g/t. The analysis does not incorporate the Gold Stream which would have an implied impact to the cut-off grade of 0.14 g/t
(12) Both Underground and Open Pit Mineral Resources are estimated using a long-term gold price of $1,900/oz
(13) A constant SG value of 2.72 has been applied to all blocks in the model. Waste dump material is assigned an SG of 2.0
(14) Mineral Resources have been depleted to 31 December 2024 using the mined-out surfaces and voids
(15) Mineral resources are inclusive of mineral reserves. Mineral resources that are not mineral reserves do not have demonstrated economic viability
(16) Numbers may not add due to rounding
(17) The QP responsible for this Mineral Resource Estimate is Mr. Brian Hartman (P. Geo.) of SLR
Economic Analysis(18)(19)
| Key Metrics | 2025E | 2026E | 2027E | 2028E | 2029E | 2030E | 2031E | |
| Gold Price | $/oz | $3,195 | $3,265 | $3,050 | $2,915 | $2,840 | $2,610 | $2,610 |
| Gold Production | koz | 134 | 156 | 174 | 197 | 216 | 198 | 209 |
| Gold Production from Interlake Claims (50%) | koz | 13 | 26 | 31 | 27 | 33 | 26 | 21 |
| Attributable Gold Production (Ex. 50% of Interlake Claims) | koz | 121 | 131 | 143 | 170 | 183 | 172 | 187 |
| Total Cash Costs(20) | $/oz | $1,587 | $1,541 | $1,381 | $1,273 | $1,538 | $1,621 | $1,446 |
| Attributable Total Cash Costs(20)(21) | $/oz | $1,435 | $1,242 | $1,058 | $1,037 | $1,341 | $1,501 | $1,336 |
| All-in Sustaining Costs(20) | $/oz | $1,852 | $1,821 | $1,666 | $1,602 | $1,886 | $1,806 | $1,483 |
| Attributable All-in Sustaining Costs(20)(21) | $/oz | $1,707 | $1,538 | $1,364 | $1,390 | $1,717 | $1,685 | $1,356 |
| Cash Flows | ||||||||
| Revenue | $M | $428 | $511 | $534 | $576 | $614 | $519 | $546 |
| Cash Costs Excluding NPI Royalty Payment | $M | $187 | $189 | $184 | $205 | $280 | $286 | $273 |
| Interlake NPI Payment | $M | $26 | $53 | $58 | $47 | $54 | $37 | $30 |
| Total Capital & Closure Costs(22) | $M | $47 | $108 | $195 | $177 | $121 | $61 | $33 |
| Taxes, Changes in Net Working Capital & Other | $M | $48 | $52 | $36 | $52 | $53 | $44 | $68 |
| Free Cash Flow | $M | $120 | $109 | $60 | $95 | $106 | $91 | $142 |
| Key Metrics | 2032E | 2033E | 2034E | 2035E | 2036E | 2037E | 2038E | LOM Total/Avg. |
|
| Gold Price | $/oz | $2,610 | $2,610 | $2,610 | $2,610 | $2,610 | $2,610 | $2,610 | $2,780 |
| Gold Production | koz | 212 | 195 | 136 | 86 | 84 | 84 | 73 | 2,154 |
| Gold Production from Interlake Claims (50%) | koz | 25 | 18 | 2 | -- | -- | -- | -- | 223 |
| Attributable Gold Production (Ex. 50% of Interlake Claims) | koz | 187 | 177 | 134 | 86 | 84 | 84 | 73 | 1,931 |
| Total Cash Costs(20) | $/oz | $1,384 | $1,348 | $1,330 | $859 | $733 | $733 | $797 | $1,343 |
| Attributable Total Cash Costs(20)(21) | $/oz | $1,243 | $1,240 | $1,312 | $859 | $733 | $733 | $797 | $1,191 |
| All-in Sustaining Costs(20) | $/oz | $1,430 | $1,490 | $1,352 | $859 | $733 | $733 | $797 | $1,541 |
| Attributable All-in Sustaining Costs(20)(21) | $/oz | $1,269 | $1,377 | $1,405 | $859 | $733 | $733 | $797 | $1,395 |
| Cash Flows | |||||||||
| Revenue | $M | $555 | $512 | $356 | $224 | $221 | $221 | $190 | $6,008 |
| Cash Costs Excluding NPI Royalty Payment | $M | $259 | $240 | $179 | $74 | $63 | $63 | $58 | $2,542 |
| Interlake NPI Payment | $M | $36 | $25 | $3 | -- | -- | -- | -- | $369 |
| Total Capital & Closure Costs(22) | $M | $40 | $28 | $13 | -- | -- | -- | -- | $894 |
| Taxes, Changes in Net Working Capital & Other | $M | $70 | $70 | $55 | $48 | $50 | $49 | $41 | $737 |
| Free Cash Flow | $M | $150 | $149 | $106 | $102 | $109 | $109 | $91 | $1,488 |
(18) Technical report entitled “NI 43-101 Technical Report Hemlo Mine, Ontario Canada” in the process of being prepared by SLR.
(19) Economic Analysis does not consider the impacts of financing including the Gold Stream, which could materially impact the reserves, life of mine plan and economic analysis. Based on the life of mine production and gold prices indicated above, the Gold Stream would have a net impact to pre-tax cash flow of approximately $242/oz
(20) Non-GAAP Financial Measures
(21) Refer to Life-of-Mine Attributable Costs Reconciliation
(22) Total figure includes closing costs beyond 2038 of $73M
Life-of-Mine Attributable Costs Reconciliation
| Total Cash Cost | AISC | ||
| Costs on 100% Basis | $M | $2,892 | $3,329 |
| Less: Interlake NPI Payment | $M | $369 | $369 |
| Less: 50% of Cash Costs Attributable to Interlake Claims | $M | $223 | $223 |
| Less: 50% of Sustaining Capital Costs & Other AISC Attributable to Interlake Claims | $M | - | $42 |
| Attributable Costs | $M | $2,299 | $2,694 |
| Attributable Gold Production (Excluding 50% of Interlake Claims) | koz | 1,931 | 1,931 |
| Attributable Costs | $/oz | $1,191 | $1,395 |
After-Tax NPV Sensitivity at Various Gold Price(23)
| Gold Price | US$/oz | $2,500/oz | $2,750/oz | Consensus(24) | $3,000/oz | $3,250/oz | $3,500/oz | ||||||
| NPV | $B | $0.8 | $1.0 | $1.1 | $1.3 | $1.5 | $1.8 | ||||||
(23) Technical report entitled “NI 43-101 Technical Report Hemlo Mine, Ontario Canada” in the process of being prepared by SLR.
(24) Based on the following gold price assumptions: 2025E: $3,195/oz, 2026E: $3,265/oz, 2027E: $3,050/oz, 2028: $2,915/oz, 2029: $2,840/oz, LT: $2,610/oz. NPV calculated as of December 31, 2024 using a 5% discount rate
Non-GAAP Measures
This news release contains certain performance measures (“Non-GAAP Financial Measures”) which are derived from the PFS that are not defined under IFRS including: Total Cash Costs, Attributable Total Cash Costs, AISC, Attributable AISC, free cash flow, and working capital. The Company believes that these Non-GAAP Financial Measures, in addition to conventional measures prepared in accordance with IFRS, provide investors an improved ability to evaluate the underlying performance of Hemlo.
The Non-GAAP Financial Measures are intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS as an indicator of performance.
The Non-GAAP Financial Measures do not have any standardized meaning prescribed under IFRS, and therefore may not be comparable to other issuers with similar descriptions. These have been prepared by the Company using information provided by Barrick during the due diligence process.
Technical Information
The Technical Report will be filed on SEDAR+ under the Company’s profile at www.sedarplus.ca within 45 days of this news release. The Technical Report is being prepared by Brian Hartman, P. Geo., Lance Engelbrecht, P. Eng., Rob Duinker, P. Eng. and Gonzalo Rios, FAusIMM of SLR, Jason Allen, P. Eng of Entech Mining Ltd., and Marc Rougier, P. Eng., James Smith, P. Eng. and Siavash Farhangi, P. Eng. of WSP Canada Inc., each of whom are independent of the Company and are qualified persons (as defined in NI 43-101).
The scientific and technical information in this news release has been reviewed and approved by Eric Tremblay, P.Eng, the Company’s incoming Chief Operating Officer, who is a QP as defined under NI 43-101.
Data Verification
Data verification was performed by Brian Hartman of SLR. Mr. Hartman completed a site visit on May 21 to 22, 2025. Data verification included the examination of drill core condition, sample selection, core recovery, logging, sampling and core handling procedures, labeling and storage of core, coarse rejects and pulps. Digital records storage was reviewed and there was validation and verification of the drill core database. Mr. Hartman performed a review of the Hemlo database management practices, on-site procedures and protocols, quality control procedures and analyses, and checks of the assay database against assay certificates. The conclusion was that SLR finds the database integrity and quality assurance and quality control program to be acceptable for the mineral resource estimate.
Forward-looking Statements
This news release contains forward-looking statements regarding: the structure, anticipated closing date and regulatory approval of the Transaction; the merits and expected benefits of the Transaction to the Company and its shareholders; the terms and conditions of the Gold Stream and Credit Facilities; the anticipated directors and executive officers of the Company; the timing for filing of the Technical Report; the Private Placement, including the anticipated use of the proceeds thereof; shareholder approval of the Amalgamation; receipt of corporate and regulatory approvals; the reactivation of the Company to the main board of the TSXV; the Consolidation; the change of the Company’s name; the anticipated future operating performance, production and cash flow from Hemlo; the potential for the discovery of additional mineralized bodies at Hemlo; and other statements regarding future plans, expectations, guidance, projections, objectives, estimates and forecasts as well as the Company’s expectations with respect to such matters.
These forward-looking statements are provided as of the date of this news release, or the effective date of the documents referred to in this news release, as applicable, and reflect predictions, expectations or beliefs regarding future events based on the Company’s beliefs at the time the statements were made, as well as various assumptions made by and information currently available to them. In making the forward-looking statements included in this news release, the Company has applied several material assumptions, including, but not limited to: that the terms and conditions of the Transaction, the Gold Stream, the Credit Facilities and the Private Placement will not be subject to material changes; that the Reactivation, the Transaction, and related matters will be approved by applicable third parties, including the TSXV; and that the documents, projections and models on which the Company has relied are accurate in all material respects. Although management considers these assumptions to be reasonable based on information available to it, they may prove to be incorrect. By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific, and risks exist that estimates, forecasts, projections and other forward-looking statements will not be achieved or that assumptions on which they are based do not reflect future experience.
We caution readers not to place undue reliance on these forward-looking statements. Forward-looking statements involve significant known and unknown risks and uncertainties, which could cause actual results to differ materially from those anticipated. These risks include, but are not limited to: the failure to obtain shareholder or regulatory approvals in connection with the Transaction; uncertainty and variations in the estimation of mineral resources and mineral reserves; risks related to the Company’s anticipated indebtedness; risks related to exploration, development, and operation activities; and political risks, delays in obtaining or failure to obtain governmental permits, or non-compliance with permits; environmental and other regulatory requirements; uncertainties related to title to mineral properties; water rights; risks related to natural disasters, terrorist acts, health crises, and other disruptions and dislocations; financing risks and access to additional capital; risks related to guidance estimates and uncertainties inherent in the preparation of pre-feasibility studies; uncertainty in estimates of production, capital, and operating costs and potential production and cost overruns; the fluctuating price of gold; unknown labilities in connection with the acquisition of Hemlo; global financial conditions; uninsured risks; climate change risks; competition from other companies and individuals; conflicts of interest; volatility in the market price of the Company’s securities; the Company’s limited operating history; litigation risks; the Company’s ability to complete, and successfully integrate the acquisition of Hemlo; intervention by non-governmental organizations; outside contractor risks; risks related to historical data; risks related to the Company’s accounting policies and internal controls; shareholder activism; other risks associated with executing the Company’s objectives and strategies;
Except as required by the securities disclosure laws and regulations applicable to the Company, the Company undertakes no obligation to update these forward-looking statements if management’s beliefs, estimates or opinions, or other factors, should change.
Cautionary Note Regarding Mineral Reserves and Resources
The information in this press release has been prepared in accordance with the requirements of the securities laws in effect in Canada, which differ in certain material respects from the disclosure requirements promulgated by the Securities and Exchange Commission (the “SEC”). For example, the terms “mineral reserve”, “proven mineral reserve”, “probable mineral reserve”, “mineral resource”, “measured mineral resource”, “indicated mineral resource” and “inferred mineral resource” are Canadian mining terms as defined in accordance with National Instrument 43-101 – Standards of Disclosure for Mineral Projects and the CIM Definition Standards on Mineral Resources and Mineral Reserves, adopted by the Canadian Institute of Mining, Metallurgy and Petroleum Council, as amended. These definitions differ from the definitions in the disclosure requirements promulgated by the SEC under the U.S. Securities Act. Accordingly, information contained in this press release may not be comparable to similar information made public by U.S. companies reporting pursuant to SEC disclosure requirements.
Neither the TSX Venture Exchange nor its Regulatory Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
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1 AISC is a Non-GAAP Financial Measure (as defined below), see “Non-GAAP Measures”.
2 Non-GAAP Financial Measures, see “Non-GAAP Measures”.
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