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Maple Gold Mines Capital/Financing Update 2026
46829_rns_2026-01-26_126ed964-1c84-4b33-b8cb-1306e2e6910e.pdf
Capital/Financing Update
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No securities regulatory authority or regulator has assessed the merits of these securities or reviewed this document. Any representation to the contrary is an offence. This LIFE Offering (as defined herein) may not be suitable for you and you should only invest in it if you are willing to risk the loss of your entire investment. In making this investment decision, you should seek the advice of a registered dealer.
These securities have not been registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any of the securities laws of any state of the United States, and may not be offered or sold within the United States or for the account or benefit of U.S. persons or persons in the United States except pursuant to an exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This offering document (the "Offering Document") does not constitute an offer to sell, or the solicitation of an offer to buy, any of these securities within the United States or to, or for the account or benefit of, U.S. persons or persons in the United States. "United States" and "U.S. person" have the meanings ascribed to them in Regulation S under the U.S. Securities Act.
Offering Document under the Listed Issuer Financing Exemption
January 26, 2026
MAPLE GOLD MINES LTD.
(the "Company" or "Maple Gold")
Up to $11,985,000
Flow-Through Common Shares
SUMMARY OF OFFERING
What are we offering?
| The LIFE Offering: | Pursuant to and in accordance with the listed issuer financing exemption under section 5A.2 of National Instrument 45-106 – Prospectus Exemptions, as amended pursuant to Coordinated Blanket Order 45-935 – Exemptions from Certain Conditions of the Listed Issuer Financing Exemption (the “Listed Issuer Financing Exemption”), the Company intends to issue Common Shares (as defined herein) (the “FT Shares”), each of which will have the “flow-through” attributes described in the following paragraph, at a price of $3.40 per FT Share (the “Issue Price”) for total gross proceeds of up to $11,985,000 (the “LIFE Offering”).
The FT Shares will qualify as “flow-through shares” within the meaning of subsection 66(15) of the Income Tax Act (Canada) (the “Tax Act”).
The LIFE Offering is being made pursuant to an agency agreement to be entered into between the Company and Canaccord Genuity Corp. (the “Lead Agent”) and a syndicate of agents (collectively, the “Agents”) on or before the Closing Date (as defined herein). The Agents have agreed to act as agents, on a “best-efforts” agency basis, in connection with the LIFE Offering. |
| --- | --- |
| Prices: | $3.40 per FT Share. |
| FT Shares: | The Company will use an amount equal to the gross proceeds received by the Company from the sale of the FT Shares under the LIFE Offering and the Non-LIFE Offering (as defined herein), pursuant to the provisions in the Tax Act, to incur (or be deemed to incur) eligible “Canadian exploration expenses” that qualify as “flow-through mining expenditures” (as both terms are defined in the Tax Act) (“Qualifying Expenditures”) related to the Company’s mineral projects in Québec, on or before December 31, 2027, |
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| | and to renounce all the Qualifying Expenditures in favour of the subscribers of the FT Shares effective December 31, 2026.
In the event the Company is unable to renounce Qualifying Expenditures effective on or before December 31, 2026 for each FT Share purchased in an aggregate amount not less than the gross proceeds raised from the issue of the FT Shares, the Company will indemnify each FT Share subscriber for the additional taxes payable by such subscriber as a result of the Company’s failure to renounce the Qualifying Expenditures on or before such date. |
| --- | --- |
| Concurrent Non-LIFE Offering: | Pursuant to and in accordance with other applicable prospectus exemptions under National Instrument 45-106 – Prospectus Exemptions, other than the Listed Issuer Financing Exemption, the Company may issue up to 1,070,960 FT Shares at the Issue Price and up to 152,580 non-flow-through Common Shares (the “NFT Shares”) at a price of $2.45 per NFT Share for additional aggregate gross proceeds of up to $4,015,085 (the “Non-LIFE Offering”, and together with the LIFE Offering, the “Offering”). The Company intends to use the net proceeds from the sale of NFT Shares under the Non-LIFE Offering for general and administrative expenses and unallocated working capital purposes over a period of 12 months following closing of the Offering. Closing of the LIFE Offering is not conditional upon closing of the Non-LIFE Offering. |
| Closing Date: | On or about February 17, 2026 (the “Closing Date”). The LIFE Offering is not anticipated to close in tranches. |
| Exchange: | The common shares in the capital of the Company (the “Common Shares”) are listed and posted for trading on the TSX Venture Exchange (the “Exchange”) under the trading symbol “MGM”. |
| Last Closing Price: | The closing price of the Common Shares on the Exchange on January 23, 2026, the last trading price available as of the date of this Offering Document, was $2.69. |
Maple Gold is conducting a listed issuer financing under section 5A.2 of National Instrument 45-106 – Prospectus Exemptions, as amended pursuant to Coordinated Blanket Order 45-935 – Exemptions from Certain Conditions of the Listed Issuer Financing Exemption. In connection with the LIFE Offering, the Company represents that the following is true:
- The Company has active operations and its principal asset is not cash, cash equivalents or its exchange listing.
- The Company has filed all periodic and timely disclosure documents that it is required to have filed.
- The Company is relying on the exemptions in Coordinated Blanket Order 45-935 Exemptions from Certain Conditions of the Listed Issuer Financing Exemption (the “Order”) and is qualified to distribute securities in reliance on the exemptions included in the Order.
- The total dollar amount of this LIFE Offering, in combination with the dollar amount of all other offerings made under the listed issuer financing exemption and under the Order in the 12 months immediately preceding the date of the news release announcing this LIFE Offering, will not exceed $25,000,000.
- The Company will not close this LIFE Offering unless the Company reasonably believes it has raised sufficient funds to meet its business objectives and liquidity requirements for a period of 12 months following the distribution.
- The Company will not allocate the available funds from this LIFE Offering to an acquisition that is a significant acquisition or restructuring transaction under securities law or to any other transaction for which the Company seeks security holder approval.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
Except for statements of historical fact, information contained herein constitutes "forward-looking information" and "forward-looking statements" (collectively, "forward-looking statements") within the meaning of applicable Canadian and United States securities legislation. Forward-looking statements are often, but not always, identified by the use of words such as "seek", "anticipate", "plan", "continue", "planned", "expect", "project", "predict", "potential", "estimate", "targeting", "intends", "believe", and similar expressions, or describes a "goal", or variation of such words and phrases (including negative and grammatical variations thereof) or states that certain actions, events or results "may", "should", "could", "would", "might" or "will" be taken, occur or be achieved. Forward-looking statements herein include, but are not limited to, those relating to: the Company's expectations with respect to the use of the proceeds of the Offering and the use of the available funds following completion of the Offering; Exchange approval of the Offering; timing in respect of the Qualifying Expenditures; timing in respect of renouncing the Qualifying Expenditures; the completion of the Offering and the expected Closing Date; tax treatment in respect of the FT Shares; the deposits and properties the Company intends to target for future exploration and development; the types of precious metals being targeted for exploration by the Company; the Company's ability to continue as a going concern; and the Company's go-forward strategy.
The forward-looking statements reflect the current beliefs of the management of the Company and are based on currently available information and upon a number of factors and assumptions that, if untrue, could cause the actual results, performances, or achievements of the Company to be materially different from future results, performances or achievements expressed or implied by such statements. Such forward-looking statements are based on numerous assumptions regarding the Company's present and future business strategies and the environment in which the Company will operate in the future, including the price of gold, anticipated costs and the ability of the Company to achieve its goals; changes in laws, including the Tax Act and regulations thereunder; the Company's ability to raise sufficient capital to fund planned exploration activities and maintain corporate capacity; stability in financial and capital markets; and there being no significant disruptions affecting the development and operation of the Company's mineral projects. Certain important factors that could cause actual results, performances or achievements to differ materially from those in the forward-looking statements include, among others, the Company's ability to receive mining, exploration and other permits; the impact of increasing competition in the gold business; exploration and development costs for Douay and Joutel (each as defined herein); exploration costs for Eagle (as defined herein); exploration costs for the Morris property claims; anticipated results of drilling campaigns; exploration and development activities; mineral resource estimates and metallurgical recoveries; availability of additional financing; and the Company's ability to obtain additional financing on satisfactory terms.
Forward-looking statements are subject to known and unknown risks, uncertainties and other factors which could cause the actual results, performance, or achievements of the Company to differ materially from those expressed in, or implied by, these statements. These uncertainties are factors that include, but are not limited to, risk that the Company may not be able to complete the LIFE Offering as contemplated or at all; risk that the use of the available funds following completion of the LIFE Offering may not be used as contemplated; risks that the Company may not be able to incur and renounce Qualifying Expenditures as contemplated or at all; risks related to business disruptions stemming from public health crises; general economic conditions; actual results of current exploration activities and unanticipated reclamation expenses; risks inherent in the operation of joint ventures; fluctuations in prices of gold and other commodities; fluctuations in foreign currency exchange rates; increases in market prices of mining consumables; possible variations in mineral resources, grade or recovery rates; health and safety risks; labour disputes; environmental risks and hazards; title disputes; first nation land claims; competition to acquire prospective properties, equipment and personnel; claims and limitations on insurance coverage; delays in obtaining governmental approvals or financing; changes in national and local government regulation of mining operations; other risks pertaining to the mining industry; conflicts of interest; dependency on key personnel; tax rules and regulations; climate change risks; stock market volatility; political and economic developments in Canada; as well as other factors discussed in the Company's publicly available filings, available under the Company's profile on SEDAR+ at www.sedarplus.ca. Readers are cautioned that this list of risk factors should not be construed as exhaustive.
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Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, there can be no assurance that such expectations will prove to be correct. The Company cannot guarantee future results, performance, or achievements. Consequently, there is no representation that the actual results achieved will be the same, in whole or in part, as those set out in the forward-looking statements. The Company undertakes no duty to update any of the forward-looking statements to conform such information to actual results or to changes in the Company's expectations, except as otherwise required by applicable securities legislation. Readers are cautioned not to place undue reliance on forward-looking statements. The forward-looking statements contained in this Offering Document are expressly qualified by this cautionary statement.
SUMMARY DESCRIPTION OF BUSINESS
What is our business?
Maple Gold is an advanced exploration company focused on advancing the Douay Gold Project (“Douay”) and Joutel Gold Project (“Joutel”, and together with Douay, the “Projects”), each located in Québec, Canada. The Company holds a 100% interest in 873 mostly contiguous claims totaling approximately 470 km² (includes both Douay and Joutel) and a 75% interest (the remaining 25% interest is held by SOQUEM Inc.) in a further 32 contiguous claims totaling approximately 12 km². The Company also holds an exclusive option to acquire a 100% interest in the Eagle property at Joutel (“Eagle”) and holds a 100% interest in 70 contiguous mining claims located in the Morris and Dussieux Townships, Québec.
For more information on the Projects, refer to the technical report titled “Technical Report on the Douay and Joutel Projects Northwestern Québec, Canada Report for NI 43-101” prepared by SLR Consulting (Canada) Ltd. with an effective date of March 17, 2022 and dated April 29, 2022 (the “Technical Report”). The Technical Report is available in its entirety under the Company’s profile on the SEDAR+ at www.sedarplus.ca. The Technical Report is not incorporated by reference in this Offering Document.
Recent Developments
On December 20, 2024, the Company announced the completion of the previously announced restructuring transaction (the “Restructuring Transaction”) pursuant to a definitive conveyance and option agreement with Agnico Eagle Mines Limited (“Agnico Eagle”). The Restructuring Transaction resulted in Maple Gold obtaining legal title and a 100% ownership interest in the Projects. Pursuant to the terms of the Restructuring Transaction, Maple Gold granted Agnico Eagle a 1.0% net smelter return royalty over the Projects and an exclusive option to reacquire a 50% interest in the Projects at any time from the closing date of the Restructuring Transaction until 90 days following receipt by Agnico Eagle of a decision made by the Company to construct a mine complex at the Projects, along with delivery of a pre-feasibility study in accordance with National Instrument 43-101 – Standards of Disclosure for Mineral Projects or feasibility study that demonstrates a $300 million net present value on the Projects. In addition, should Agnico Eagle exercise its option, Agnico Eagle is required to pay to the Company the sum of: (i) 200% of the amount of specified project expenditures incurred by the Company following the closing date of the Restructuring Transaction and (ii) $12,000,000.
On August 31, 2025, Marc Legault and Chris Adams were appointed to the board of directors of the Company, coinciding with the retirement of Michelle Roth as Chairperson and a director and the resignation of Maurice Tagami as a director effective the same date.
On September 8, 2025, the Company completed the previously announced consolidation of its issued and outstanding Common Shares (the “Consolidation”) on the basis of ten (10) pre-Consolidation Common Shares for one (1) post-Consolidation Common Share.
On September 9, 2025, the Company completed the previously announced non-brokered private placement, pursuant to which the Company issued: (i) 2,500,000 non-flow-through units of the Company (the “September 2025 NFT Units”) at a price of $0.65 per September 2025 NFT Unit, for gross proceeds of $1,500,000 (the “September 2025 NFT Offering”); and (ii) 4,117,647 charity flow-through units (the “September 2025 FT Units”) at a price of $0.85 per September 2025 FT Unit, for gross proceeds of approximately $3,500,000 (the “September 2025 FT Offering”, and together with the September 2025 NFT Offering, the “September 2025 Offering”). Strategic investor, Michael
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Gentile, participated in the September 2025 Offering, acquiring approximately $9.9\%$ of the then issued and outstanding Common Shares on a partially-diluted basis and joined the Company as a strategic advisor. In addition, pursuant to an investor rights agreement between the Company and Agnico Eagle, Agnico Eagle participated in the September 2025 Offering to maintain its pro rata ownership interest in the Company at approximately $16.3\%$ on a partially-diluted basis.
On October 23, 2025, the Company completed the previously announced brokered private placement offering for total gross proceeds of $13,000,560, pursuant to which the Company issued: (i) 4,167,000 non-flow-through common shares of the Company (the "October 2025 NFT Shares") at a price of$ 1.20 per October 2025 NFT Share (the "October 2025 NFT Offering"); and (ii) 4,762,000 flow-through common shares of the Company (the "October 2025 FT Shares"), at a price of $1.68 per October 2025 FT Share (the "October 2025 FT Offering").
On November 19, 2025, the Company announced the commencement of a fully funded 30,000-metre Phase II drill program at the Projects, representing the largest expansionary drill campaign in the Projects' history.
On January 7, 2026, the Company announced that Dustin Isaacs was appointed as an independent director and chair of the board of directors of the Company and Sarah Herriott was appointed as Vice President, Investor Relations & Corporate Development. On January 7, 2026, the Company also announced the Common Shares graduated to trading on the OTCQX Best Market in the United States under the ticker MGMLF.
Material facts
There are no material facts about the securities being distributed that have not been disclosed in this Offering Document or in any other document filed by the Company in the 12 months preceding the date of this Offering Document.
What are the business objectives that we expect to accomplish using the available funds?
The Company will use the gross proceeds from the sale of FT Shares under the LIFE Offering to incur Qualifying Expenditures on the Projects located in Québec on or before December 31, 2027, with the intent to accomplish the following business objectives: (i) focused exploration programs including drilling aimed at de-risking and expanding the existing gold mineral resource at Douay; (ii) validating potential high-grade gold mineralization at Joutel; and (iii) targeting new gold and polymetallic discoveries within the Company's Québec project portfolio. In order to achieve these objectives, the Company must complete the LIFE Offering.
USE OF AVAILABLE FUNDS
What will our available funds be upon the closing of the offering?
The expected total available funds to the Company following completion of the LIFE Offering are anticipated to be $30,240,985:
| Assuming 100% of LIFE Offering | ||
|---|---|---|
| A | Amount to be raised by this LIFE Offering | $11,985,000(1) |
| B | Selling commissions and fees | $719,100(2) |
| C | Estimated offering costs (e.g., legal, accounting, audit) | $250,000 |
| D | Net proceeds of offering: D = A - (B+C) | $11,015,900 |
| E | Working capital as at most recent month end (deficiency) | $15,210,000 |
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| Assuming 100% of LIFE Offering | ||
|---|---|---|
| F | Additional sources of funding | $4,015,085^{(3)} |
| G | Total available funds: G = D+E+F | $30,240,985 |
Note:
(1) Assumes the maximum amount of gross proceeds will be raised pursuant to the LIFE Offering.
(2) Assumes the maximum Cash Fee (as defined herein) is paid to the Agents in connection with the LIFE Offering.
(3) Assumes the maximum amount of gross proceeds are raised pursuant to the Non-LIFE Offering, being $4,015,085.
How will we use the available funds?
| Description of intended use of available funds listed in order of priority^{(1)} | Assuming 100% of LIFE Offering |
|---|---|
| Exploration activities on the Projects in Québec, including work related to: | |
| • Exploration programs including drilling aimed at de-risking and expanding the existing gold mineral resource at Douay; | |
| • Validating potential high-grade gold mineralization at Joutel; and | |
| • Targeting new gold and polymetallic discoveries within the Company’s Québec project portfolio. | $25,764,000 |
| General and administrative expenses and unallocated working capital purposes. | $4,476,985 |
| Total: | $30,240,985 |
Note:
(1) The Company will use the gross proceeds from the sale of FT Shares under the LIFE Offering only to incur Qualifying Expenditures related to the Projects located in Québec, on or before December 31, 2027. To the extent any FT Shares are sold under the Non-LIFE Offering, the Company will use the gross proceeds from the sale of FT Shares under the Non-LIFE Offering only to incur Qualifying Expenditures related to the Projects located in Québec, on or before December 31, 2027. To the extent any NFT Shares are sold under the Non-LIFE Offering, the Company may use the net proceeds from the sale of the NFT Shares for exploration activities on the Projects and/or for general and administrative expenses and unallocated working capital purposes.
The above noted allocation of available funds and anticipated timing represent the Company’s current intentions and is based upon its present plans and business condition, which could change in the future as its plans and business conditions evolve. Although the Company intends to spend the net proceeds from the LIFE Offering and other available funds as set forth above, there may be circumstances where, for sound business reasons, a reallocation of funds may be deemed prudent or necessary and may vary materially from that set forth above, as the amounts actually allocated and spent will depend on a number of factors, including the Company’s ability to execute on its business plan. See the “Cautionary Statement Regarding Forward-Looking Statements” section above.
The most recent audited annual financial statements and interim financial report of the Company included a going-concern note. The Company is still in the exploration stage and the Company has not yet generated positive cash flows from its operating activities, which may cast doubt on the Company’s ability to continue as a going concern. The LIFE Offering is intended to permit the Company to continue to explore its properties and conduct development activities, and is not expected to affect the decision to include a going concern note in the next annual financial statements of the Company.
How have we used the other funds we have raised in the past 12 months?
| Date of Financing | Funds Raised | Intended Use of Funds | Explanation of Variances and Impact on Business Objectives and Milestones |
|---|---|---|---|
| September 9, 2025 | $5,000,000 | The gross proceeds of the September 2025 FT Offering were intended to be used to incur Qualifying Expenditures on the Projects located in Québec on or before December 31, 2026. | No variances to intended use of proceeds to date. |
| The net proceeds of the September 2025 NFT Offering were intended to be used for working capital and general corporate purposes. | No variances to intended use of proceeds to date. | ||
| October 23, 2025 | $13,000,560 | The gross proceeds of the October 2025 FT Offering were intended to be used to incur Qualifying Expenditures on the Projects located in Québec on or before December 31, 2026. | No variances to intended use of proceeds to date. |
| The net proceeds of the October 2025 NFT Offering were intended to be used for general and administrative expenses and unallocated working capital purposes over a period of 12 months following closing of the October 2025 NFT Offering. | No variances to intended use of proceeds to date. |
FEES AND COMMISSIONS
Who are the dealers or finders that we have engaged in connection with this offering, if any, and what are their fees?
| Agents: | Canaccord Genuity Corp. and a syndicate of agents to be formed. |
|---|---|
| Compensation Type: | Cash Fee (as defined herein). |
| Cash Commission: | The Company will pay to the Agents a cash fee equal to 6.0% of the gross proceeds of the LIFE Offering (the “Cash Fee”). There will be no cash fee payable on the proceeds of the Non-LIFE Offering. |
Do the Agents have a conflict of interest?
To the knowledge of the Company, it is not a “related issuer” or “connected issuer” (as such terms are defined in National Instrument 33-105 – Underwriting Conflicts) of or to any of the Agents.
PURCHASERS' RIGHTS
Rights of Action in the Event of a Misrepresentation
If there is a misrepresentation in this Offering Document, you have a right
(a) to rescind your purchase of these securities with the Company, or
(b) to damages against the Company and may, in certain jurisdictions, have a statutory right to damages from other persons.
These rights are available to you whether or not you relied on the misrepresentation. However, there are various circumstances that limit your rights. In particular, your rights might be limited if you knew of the misrepresentation when you purchased the securities.
If you intend to rely on the rights described in paragraph (a) or (b) above, you must do so within strict time limitations.
You should refer to any applicable provisions of the securities legislation of your province or territory for the particulars of these rights or consult with a legal adviser.
ADDITIONAL INFORMATION
Where can you find more information about us?
Security holders can access the Company’s continuous disclosure filings under the Company’s profile on SEDAR+ at www.sedarplus.ca.
For further information regarding the Company, visit our website at: www.maplegoldmines.com.
Investors should read this Offering Document and consult their own professional advisors to assess the income tax, legal, risk factors and other aspects of their investment of FT Shares under the LIFE Offering.
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CERTIFICATE OF THE COMPANY
This Offering Document, together with any document filed under Canadian securities legislation on or after January 26, 2025, contains disclosure of all material facts about the securities being distributed and does not contain a misrepresentation.
January 26, 2026
"Kiran Patankar"
Kiran Patankar
President and Chief Executive Officer
"Nick Furber"
Nick Furber
Chief Financial Officer