BARU GOLD ANNOUNCES PRIVATE PLACEMENT
Baru Gold Corp. and its subsidiary PT. Tambang Mas Sangihe (TMS) have arranged a non-brokered private placement consisting of up to 9.4 million units priced at 8.5 cents per unit for total proceeds of $799,000.
Each unit will comprise one common share in the capital of the company and one non-transferable common share purchase warrant. Each warrant will entitle the holder to purchase over two years one additional share at an exercise price of 11.5 cents. The financing is expected to close on or before July 15, 2025, as this offering is fully committed.
This private placement is subject to repricing if the stock price increases following the release of news and that the use of proceeds of this financing will be used for working capital.
Baru and Quantum Metal Thailand Co. Ltd. are still undertaking due diligence and negotiation of the definitive agreements that was announced in the news releases of May 15, 2025, and June 12, 2025. Executive management of both Baru and QMT are currently in Thailand and are working diligently to progress the financing of up to $100-million (U.S.).
The company reminds shareholders that all land use taxes have been paid, and the company is awaiting issuance of the upgrade to production operations, as announced in the June 24, 2025, news release.
Insiders of the company participation in the foregoing offering constitutes a related party transaction as defined under Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions (MI 61-101). Such participation is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of the securities acquired by the insiders, nor the consideration for the securities paid by such insiders, exceed 25 per cent of the company's market capitalization.
The private placement is subject to regulatory approval, and all securities to be issued pursuant to the financing are subject to a four-month hold period under applicable Canadian securities laws. All funds are denominated in Canadian dollars. In connection with the private placement, the company may pay finders' fees in cash or securities, or a combination of both, as may be permitted by the policies of the exchange.
The company would also like to clarify a typographical error in the company's news release dated June 12, 2025, pertaining to the one month fee payable to German Mining Network (GMN). The fee was stated payable in United States dollars and it should be $6,800.
About Sangihe gold project
The Sangihe gold project is located on the Indonesian island of Sangihe, off the northern coast of Sulawesi with a gold-bearing area of approximately 25,000 hectares.
Sangihe has an existing National Instrument 43-101 report suitable for mining planning and production schedules for an area within the 65-hectare area targeted for initial production. See the company's "Independent Technical Report on the Updated Mineral Resource Estimates of the Binebase and Bawone Deposits, Sangihe Project, North Sulawesi, Indonesia" (Mining Associates Pty. Ltd., Feb. 1, 2025). Only 10 per cent of the gold-bearing area has been explored.
Readers are cautioned that mineral resources that are not mineral reserves do not have demonstrated economic viability. The company intends to proceed to production without the benefit of first establishing mineral reserves supported by a feasibility study. The company cautions readers that the any production decision made by the company will not be based on a National Instrument 43-101 feasibility study of mineral reserves that demonstrates economic and technical viability and, as such, there may be involved increased uncertainty and various technological and economic risks
The company's 70-per-cent interest in the Sangihe-mineral-tenement contract of work (CoW) is held through PT. Tambang Mas Sangihe (TMS). The remaining 30-per-cent interest in TMS is held by other Indonesian corporations. The term of the Sangihe CoW agreement is 30 years upon commencement of the production phase of the project. Baru has met all the requirements of the Indonesian government and has been granted its environmental permit.
About Baru Gold Corp.
Baru Gold is a dynamic junior gold developer with NI 43-101 gold resources in Indonesia, one of the top 10 gold producing countries in the world. Based in Indonesia and North America, Baru's team boasts extensive experience in starting and operating small-scale gold assets.
Frank Rocca, BAppSc (geology), MAusIMM, MAIG, CPI-KCMI, chief geologist of Baru Gold, is the qualified person as defined under National Instrument 43-101 who has reviewed and approves the content of this release.