Awalé Resources Limited (TSXV: ARIC) (“Awalé” or the “Company”) is pleased to announce an C$8.26 million (representing the Canadian Dollar equivalent of US$6 million based on the Bank of Canada’s daily exchange rate on May 27, 2025) strategic investment in Awalé by Fortuna Mining Corp. (TSX:FVI; NYSE:FSM) (“Fortuna”) on a non-brokered private placement basis (the “Offering”). Proceeds from the Offering will be primarily used to advance exploration activities across the Company’s 100%-owned properties at the Odienné Project (“Odienné” or the “Project”) in Côte d’Ivoire.
“We are extremely pleased to welcome Fortuna Mining as a strategic investor,” commented Andrew Chubb, CEO of Awalé Resources. “As an established and successful operator with a strong presence in West Africa and particularly in Côte d’Ivoire, Fortuna’s investment is a strong endorsement of our technical team, our exploration approach, and our clear vision for the Odienné district. This investment positions the Company strategically as we launch intensive exploration on our 100%-owned ground.”
Under the terms of the Offering, Awalé will issue 15,037,593 common shares in the capital of the Company (“Shares”) at a price of US$0.399 (C$0.55) per Share, representing a 19% premium to the 10-day volume weighted average trading price of the Common Shares on the TSX Venture Exchange (the “TSXV”) ending on May 27, 2025, for gross proceeds of approximately C$8,264,997 (US$6 million).
Closing of the Offering is expected to occur on or about June 20, 2025 (the “Closing Date”), subject to the satisfaction of certain closing conditions, including receipt of TSXV final approval and all other necessary regulatory approvals, and the execution of an investor rights agreement (the “Investor Rights Agreement”) between Fortuna and the Company. The Shares will be subject to a hold period of four months plus a day following the Closing Date in accordance with applicable Canadian securities laws and the policies of the TSXV.
The Shares will represent a total position of approximately 15% of the issued and outstanding common shares of the Company upon completion of the Offering on an undiluted basis.
Pursuant to the Investor Rights Agreement:
Fortuna will be granted a participation right to maintain its pro-rata ownership in connection with future equity financings;
Fortuna will be granted a top-up right to acquire common shares in a market transaction to maintain its pro-rata ownership in connection with future share issuances that are not an equity financing; and
A joint technical advisory committee will be formed between Fortuna and Awalé.
In the event that Fortuna’s aggregate shareholdings are reduced to less than 10% of the issued and outstanding common shares of the Company on an undiluted basis, the Investor Rights Agreement will terminate.
Current shareholders of Awalé, Newmont Ventures Limited (“Newmont”), a wholly-owned subsidiary of Newmont Corporation, and Orecap Invest Corp. (“Orecap”), have the right to participate, on equal terms, in equity issuances of the Company so as to maintain their pro-rata ownership in the Company. A subsequent news release will be issued should Newmont or Orecap exercise their participation rights. In the event Newmont and/or Orecap chooses to exercise its right to participate, the Company may issue such additional Shares at a price of US$0.399 (C$0.55).
