Flin Flon, Manitoba — February 13, 2026 — Leads & Copy —
Boreal Gold Ltd. (CSE: BGLD) has closed a non-brokered private placement, raising approximately $3,000,000. The offering involved the issuance of 10,155,000 units at $0.25 per unit, and 1,317,800 Class A shares qualifying as “flow-through shares” at C$0.35 per share.
Each unit includes one Class A share and one-half of a share purchase warrant. Each whole warrant allows the holder to acquire one Class A share at an exercise price of $0.35 until February 12, 2028. Proceeds from the unit sales will be used for general corporate purposes. Proceeds from the flow-through share issuance will fund exploration and advancement of the Company’s North Star, Fay Lake and Melgurd Lake properties.
The company paid certain cash finders fees and issued 228,000 finder’s warrants to eligible finders. Each finder’s warrant can be exercised to acquire one additional Class A share at $0.25 until February 12, 2028.
All securities issued are subject to a statutory hold period expiring June 13, 2026, under applicable Canadian securities laws.
Insiders acquired 420,000 flow-through shares in the offering, which is a “related party transaction” under Multilateral Instrument 61-101. The company said this participation is exempt from formal valuation and minority shareholder approval requirements because the value of shares acquired by insiders does not exceed 25% of the Company’s market capitalization. The company expects to file a material change report including details with respect to such related party transaction less than 21 days prior to the closing of the Offering.
Northfield Capital Corporation acquired 2,040,000 Units in the Offering.
Before the closing, Northfield owned 445,000 Class A Shares and 208,500 Warrants, representing approximately 2.5% of outstanding Class A Shares (or 3.6% on a partially diluted basis). After the closing, Northfield owns 2,485,000 Class A Shares and 1,228,500 Warrants, representing approximately 8.5% of outstanding Class A Shares (or 12.2% on a partially diluted basis).
Northfield acquired the units for $510,000 and may increase or decrease its investments in the Company depending on market conditions or other factors. Information about this acquisition is issued pursuant to National Instrument 62-103.
Boreal Gold Inc. is focused on mineral properties in northwest Manitoba and northeast Saskatchewan, Canada. Its properties are currently at the exploration stage, with a portfolio of base and precious metal prospects in Manitoba and Saskatchewan.
Source: Boreal Gold Ltd.
