Toronto, Ontario--(Newsfile Corp. - June 2, 2025) - Mogotes Metals Inc. (TSXV: MOG) (FSE: OY4) (OTCQB: MOGMF) ("Mogotes", or the "Company") is pleased to announce a non-brokered private placement through the issuance of up to 75,000,000 units (each, a "Unit") at a price of $0.20 per Unit for aggregate gross proceeds of up to C$15,000,000 (the "Offering").
Each Unit shall be comprised of one common share (each, a "Common Share") and one-half of one Common Share purchase warrant (each whole warrant, a "Warrant"). Each Warrant shall entitle the holder thereof to acquire one Common Share at a price of $0.40 per Common Share for a period of two (2) years from the closing of the Offering.
The gross proceeds from the sale of the Units will be used for funding the Company's exploration work programs and development of the Company's Filo Sur property, and general working capital purposes.
The Company welcomes the participation of the prominent Argentina based Braun family, which, through an associated entity, has subscribed for C$9,000,000 of the Offering, resulting in the family becoming a significant shareholder on completion of the Offering. In connection with the strategic investment Mr. Carlos Braun will join the board of directors of the Company.
For more than 130 years, the Braun family has been synonymous with enterprise and leadership in Argentina. The family is related to one of the founding families of Bunge Global (NYSE: BG), a cornerstone of global agribusiness. This strategic investment was organized through their Geneva-based family office, which manages a diversified portfolio of global investments across agriculture, natural resources, infrastructure, and innovation-driven ventures. Their deep understanding of the South American business environment and longstanding regional networks make them a valuable addition to the Mogotes Metals shareholder base. They also operate one of the largest farming enterprises in Argentina, with a long-standing presence in the country's most productive agricultural regions.
Carlos Braun Saint, representing the Braun family, is a recognized entrepreneur and investor across Latin America. He leads ventures in agriculture and hospitality. His global perspective and multi-generational experience bring meaningful insight to the Company's Board of Directors.
In connection with the Braun family's strategic investment, the Company has entered into an investor rights agreement with a company associated with the Braun family. Under the terms of the investor rights agreement this company has been granted: (i) a pre-emptive right to participate in any equity financing on the same terms as other investors to preserve its existing ownership stake while it holds 5% or more of issued shares of the Company; (ii) a top-up right to purchase additional shares whenever conversions or property-related share issuances dilute its stake by 2% or more; (iii) an additional subscription option, exercisable at any time within five years, to increase its holdings to up to 19.9 % of the issued and outstanding shares of the Company; and (iv) the ongoing ability to nominate one director to the board of directors of the Company, for so long as it holds 5% or more of issued shares of the Company.
All securities issued pursuant to the Offering in Canada and the United States will be subject to a hold period of four months plus a day from the date of issuance and the resale rules of applicable securities legislation. Subject to compliance with applicable regulatory requirements, all securities to be issued pursuant to the Offering in jurisdictions outside of Canada and the United States pursuant to Ontario Securities Commission Rule 72-503 - Distributions Outside Canada will not be subject to any statutory hold period under applicable Canadian securities laws. The closing of the Offering is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory and other approvals, including the approval of the TSX Venture Exchange.
This news release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
About Mogotes Metals Inc.
Mogotes Metals Inc. is a mineral exploration company exploring for copper and gold in the prospective Vicuña district of Argentina and Chile. Mogotes flagship project, Filo Sur, adjoins the large Filo del Sol Copper-gold-silver discovery, and is along the same N-S trending belt as the Filo Del Sol - Aurora and NGEx Minerals Lunahuasi and Los Helados copper-gold deposits.
For further information, please contact:
Mogotes Metals Inc.
Allen Sabet, President and Chief Executive Officer
Phone: (647) 846-3313
Email: This email address is being protected from spambots. You need JavaScript enabled to view it.
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Cautionary Note Regarding Forward-Looking Statements:
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 release.
This news release contains certain "forward-looking information" within the meaning of applicable securities laws. Forward looking information is frequently characterized by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate", "may", "will", "would", "potential", "proposed" and other similar words, or statements that certain events or conditions "may" or "will" occur. These statements are only predictions. Forward-looking information is based on the opinions and estimates of management at the date the information is provided, and is subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking information. For a description of the risks and uncertainties facing the Company and its business and affairs, readers should refer to the Company's Management's Discussion and Analysis. The Company undertakes no obligation to update forward-looking information if circumstances or management's estimates or opinions should change, unless required by law. The reader is cautioned not to place undue reliance on forward-looking information.
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