Magnum Goldcorp Inc. Announces Non-Brokered Private Placement

22.05.2025  |  Newsfile

West Vancouver, May 22, 2025 - Magnum Goldcorp Inc. (TSXV: MGI) (the "Company" or "Magnum") announces that, subject to regulatory approval, the Company intends to proceed with a non-brokered private placement to raise up to $150,000 by the issuance of 3,000,000 units (the "Units") at $0.05 per Unit (the "Private Placement"). Each Unit will consist of one common share (a "Share") and one share purchase warrant (a "Warrant"), with each Warrant entitling the holder to purchase an additional common share for a period of 2 years at an exercise price of $0.20.

Insiders may participate in the Private Placement. In addition, the Company may pay finders' fees in cash equal to 7% of the gross proceeds raised under the Private Placement and issue finder's warrants (each, a "Finder's Warrant") equal to 7% of the total number of Units issued to subscribers introduced to the Company by each such finder. Each Finder's Warrant is exercisable for one Share (each, a "Finder's Warrant Share") at $0.20 per Finder's Warrant Share for 2 years from the date of issuance.

All securities issued in connection with the Private Placement will have a four-month and one day hold period in Canada from the closing of the Private Placement.

The Company intends to use the proceeds from this Private Placement for general working capital purposes.

This press release does not constitute an offer of sale of any of the foregoing securities in the United States. None of the foregoing securities have been and will not be registered under the U.S. Securities Act of 1933, as amended (the "1933 Act") or any applicable state securities laws and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the 1933 Act) or persons in the United States absent registration or an applicable exemption from such registration requirements. This press release does not constitute an offer to sell or the solicitation of an offer to buy nor will there be any sale of the foregoing securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

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 includes certain statements that may be deemed "forward-looking statements" within the meaning of applicable securities legislation. All statements, other than statements of historical facts, that address such matters, including the finder's fees that may be paid by the Company and the intended use of the proceeds of the private placement, are forward-looking statements and, as such, are subject to risks, uncertainties and other factors which are beyond the reasonable control of the Company. Such statements are not guarantees of future performance and actual results or developments may differ materially from those expressed in, or implied by, this forward-looking information. Any forward-looking statements are expressly qualified in their entirety by this cautionary statement. The information contained herein is stated as of the current date and subject to change after that date and the Company does not undertake any obligation to update publicly or to revise any of the forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by applicable securities laws.

This news release does not constitute an offer to sell or a solicitation of an offer to buy the securities described herein in the United States. The securities described herein have not been and will not be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States or to the account or benefit of a U.S. person absent an exemption from the registration requirements of such Act.

NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES AND DOES NOT CONSTITUTE AN OFFER OF THE SECURITIES DESCRIBED HEREIN

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