BULLETIN V2025-3822
HEMLO MINING CORP. ("HMMC")
(formerly CARCETTI CAPITAL CORP. ("CART"))
BULLETIN TYPE: Resume Trading, Reverse Takeover-Completed/New Symbol, Amalgamation, Name Change and Consolidation, Private Placement-Brokered, Private Placement-Non-Brokered, Private Placement-Non-Brokered, Convertible Debentures, Shares for Debt
BULLETIN DATE: November 28, 2025
TSX Venture Tier 1 Company
The common shares of the Company have been halted from trading since September 11, 2025, pending completion of a Reverse Take-Over.
Resume Trading
Effective at the open, Tuesday, December 2, 2025, the common shares of Hemlo Mining Corp. will commence trading on TSX Venture Exchange (the 'Exchange') under the new symbol 'HMMC'.
Reverse Takeover-Completed/New Symbol
The Exchange has accepted for filing the Company's Reverse Takeover ('RTO'), which includes the following transactions:
The RTO consists of the arm's length acquisition of the Hemlo Gold Mine from Barrick Mining Corporation (the 'Acquisition') and the election of a predominantly new board and management team. Total consideration for the Acquisition is up to US$1,109,165,000, comprising of (i) an upfront cash payment of US$875,000,000, (ii) a contingent cash payment of up to US$165,000,000, and (iii) the issuance of 23,055,000 post-consolidation shares at a deemed price of CAD$3.00 per share.
Amalgamation
By Certificate of Amalgamation, the Company and 17276583 Canada Ltd. (the Company's unlisted, wholly-owned subsidiary) have amalgamated under Section 181 of the Canada Business Corporations Act to continue as one corporation.
1. Holders of Class B common shares of the Company were entitled to receive 1 common share of the Amalgamated Company (i.e. the Resulting Issuer) for each 1.5 Class B common share held.
2. 100 common shares of 17276583 Canada Ltd. were cancelled.
Effective at the open, Tuesday, December 2, 2025, the common shares of Hemlo Mining Corp. will commence trading on TSX Venture Exchange and the common shares of Carcetti Capital Corp. will be delisted.
Name Change and Consolidation
Pursuant to a resolution passed by directors on September 30, 2025, the Company has consolidated its capital on a 1.5 old for 1 new basis. The name of the Company has also been changed as follows.
Effective at the open, Tuesday, December 2, 2025, the common shares of Hemlo Mining Corp. will commence trading on TSX Venture Exchange, and the common shares of Carcetti Capital Corp. will be delisted.
Private Placement-Brokered
Financing Type: Brokered Private Placement
Gross Proceeds: CAD$678,537,000
Offering (Post-Consolidation): 226,179,000 Subscription Receipts, with each Subscription Receipt exchangeable into 1 Listed Common Share upon the satisfaction of release conditions, including completion of the RTO.
Offering Price: CAD$3.00 per Listed Common Share
Commissions in Securities: NIL
Disclosure: Refer to the Company's news releases dated September 10, 2025, October 1, 2025 and October 7, 2025.
Private Placement-Non-Brokered
Financing Type: Non-Brokered Private Placement
Gross Proceeds: CAD$77,450,660
Offering (Post-Consolidation): 25,816,887 Subscription Receipts, with each Subscription Receipt exchangeable into 1 Listed Common Share upon the satisfaction of release conditions, including completion of the RTO.
Offering Price: CAD$3.00 per Listed Common Share
Commissions in Securities: NIL
Disclosure: Refer to the Company's news releases dated September 10, 2025, October 1, 2025 and October 7, 2025.
Private Placement-Non-Brokered, Convertible Debentures
Financing Type: Non-Brokered Private Placement
Offering (Post-Consolidation): CAD$2,500,000 principal amount of unsecured convertible debentures, convertible into 833,332 Listed Shares with NIL warrants attached
Conversion Price (Post-Consolidation): CAD$3.00 per Listed Share
Maturity date: November 6, 2030
Interest rate: NIL
Disclosure: Refer to the Company's news releases dated November 6, 2025 and November 26, 2025.
Shares for Debt
Debt Settled: $10,000,000
Securities Issued: 3,333,333 Listed Shares
Issue Price: $3.00 per Listed Share
Disclosure: Refer to the Company's news releases dated November 6, 2025 and November 26, 2025 and the Company's RTO Filing Statement dated November 21, 2025 filed on SEDAR+.
The Exchange has been advised that the above transactions have been completed.
For further information, please refer to the Company's Filing Statement dated November 21, 2025, which is filed on SEDAR+.
The Company is classified as a "Gold and silver ore mining" company.
Post-Consolidation/
Post-Amalgamation
Capitalization: unlimited shares with no par value of which
295,496,920 shares are issued and outstanding
Escrow: NIL
Transfer Agent: Odyssey Trust Company
Trading Symbol: HMMC (new)
CUSIP Number: 42366G 10 4 (new)
Company Contact: Carl DeLuca, General Counsel and Corporate Secretary
Company Address: 67 E 5th Ave, Vancouver, BC V5T 1G7
Company Phone Number: (416) 275-7922
Company Email Address: carl.deluca@hemlomining.com
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