Chesapeake Gold Announces Filing of Prospectus Supplement in Connection with Previously Announced $15 Million Bought Deal Public Offering

2026-01-15 / @newsfile

 

Vancouver, British Columbia--(Newsfile Corp. - January 14, 2026) - Chesapeake Gold Corp. (TSXV: CKG) ("Chesapeake" or the "Company") is pleased to announce that it has filed a prospectus supplement (the "Prospectus Supplement") dated January 14, 2026, to its short form base shelf prospectus (the "Base Shelf Prospectus") dated February 23, 2024, with the securities regulatory authorities in each of the provinces and territories of Canada, other than Québec, to qualify the public distribution of 3,751,500 units of the Company (the "Units") at an offering price (the "Offering Price") of $4.20 per Unit for gross proceeds of $15,000,300 in connection with the Company's previously announced "bought deal" public Offering (the "Offering") (see news releases dated January 12, 2026).

Each Unit will consist of one common share of the Company (each, a "Common Share") and one-half of one common share purchase warrant (each whole warrant, a "Warrant"). Each Warrant will entitle the holder thereof to purchase one Common Share at a price of $5.65 at any time on or before that date which is 36 months following the Closing Date (as defined herein).

The Offering is being made pursuant to an underwriting agreement (the "Underwriting Agreement") dated January 14, 2026 among the Company and Red Cloud Securities Inc. ("Red Cloud") as lead underwriter and joint bookrunner, and Cantor Fitzgerald Canada Corporation, joint bookrunner (together with Red Cloud, the "Underwriters").

Pursuant to the Underwriting Agreement, the Company has granted to the Underwriters an option (the "Over-Allotment Option"), exercisable in whole or in part, at any time for a period of up to 30 days after and including the Closing Date, to purchase for resale at the Offering Price up to an additional 535,725 Units of the Company (the "Over-Allotment Units") at the Offering Price to cover over-allotments, if any, and for market stabilization purposes. The Prospectus Supplement to the Base Shelf Prospectus qualifies the grant of the Over-Allotment Option and the issuance of the Over-Allotment Units pursuant thereto.

The Company has agreed to pay the Underwriters a cash fee equal to 6% of the gross proceeds of the Offering (which shall be reduced to 2% for gross proceeds from the sale of Units to certain purchasers on the president's list (the "President's List") agreed to by the Company and Red Cloud), including in respect of any gross proceeds raised on the exercise of the Over-Allotment Option. The Underwriters will also receive, on the Closing Date (as defined herein), as additional compensation, non-transferable broker warrants (the "Broker Warrants") to purchase that number of Common Shares (the "Broker Warrant Shares") equal to 6% of the aggregate number of Units issued by the Company under the Offering (including pursuant to the exercise of the Over-Allotment Option) (which shall be reduced to 2% from the sale of Units to purchasers on the President's List). Each Broker Warrant shall entitle the holder thereof to acquire one Broker Warrant Share at a price of $4.20 per Broker Warrant Share for a period of 36 months from the Closing Date.

The full particulars of the Offering along with the possible exercise and issue of Over-Allotment Units pursuant to the Over-Allotment Option are set out in the Prospectus Supplement.

The Offering is expected to close on or about January 27, 2026 (the "Closing Date"), or on such date as agreed upon between the Company and Red Cloud. The closing of the Offering is subject to the Company receiving all necessary regulatory approvals, including the final approval of the TSX Venture Exchange.

Delivery of the Base Shelf Prospectus, the Prospectus Supplement, and any amendments to such documents will be satisfied in accordance with the "access equals delivery" provisions of applicable securities legislation. The Prospectus Supplement, the Base Shelf Prospectus, and any amendment, as applicable, are accessible under the Company's profile on SEDAR+ at www.sedarplus.ca. An electronic or paper copy of the Prospectus Supplement, the Base Shelf Prospectus, and any amendment, as applicable, may be obtained, without charge, from Red Cloud Securities Inc., attention: Victoria Ellis Hayes, 120 Adelaide St. West, 14th Floor, Toronto, Ontario, M5H 1T1, email: ecm@redcloudsecurities.com by providing the contact with an email address or address, as applicable.

The securities described in this news release have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any applicable securities laws of any state of the United States, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (as such term is defined in Regulation S under the U.S. Securities Act) or persons in the United States unless registered under the U.S. Securities Act and any other applicable securities laws of the United States or an exemption from such registration requirements is available. This news release does not constitute an offer to sell or a solicitation of an offer to buy any of these securities within any jurisdiction, including the United States, in which such offer, solicitation or sale would be unlawful.

For Further Information:

For more information on Chesapeake, its Metates and Lucy Projects or proprietary oxidative leach technology, please visit our website at www.chesapeakegold.com or contact Jean-Paul Tsotsos at invest@chesapeakegold.com or +1 778 731 1362.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.

About Chesapeake

Chesapeake Gold Corp.'s flagship asset is the Metates Project ("Metates") located in Durango State, Mexico. Metates hosts one of the largest undeveloped gold-silver deposits in the Americas1 with over 16.77 million ounces of gold at 0.57 grams per tonne (g/t) and 423.2 million ounces of silver at 14.3 g/t within 921.2 million tonnes in the Measured and Indicated Mineral Resource category and a further 2.13 million ounces of gold at 0.47 g/t and 59.0 million ounces of silver at 13.2 g/t within 139.5 million tonnes in the Inferred Mineral Resource category. See the technical report titled "Metates Sulphide Heap Leach Project Phase I" dated January 13, 2023, and news release dated February 22, 2023.

Forward-looking Statements

This news release contains "forward-looking statements" within the meaning of Canadian securities legislation. Such forward-looking statements include, without limitation, statements with respect to the Offering, the completion of the Offering and the timing in respect thereof, and the timely receipt of all necessary approvals, including the approval of the TSX Venture Exchange.

Such forward looking statements or information are based on a number of assumptions, which may prove to be incorrect. Assumptions have been made regarding, among other things: the continued advancement of the Company's technology; conditions in general economic and financial markets; the price of gold and silver; the availability and costs of mining equipment and skilled labour; accuracy of assay results; geological interpretations from drilling results; timing and amount of capital expenditures related to drilling programs; performance of available laboratory and other related services; future operating costs; and the historical basis for current estimates of potential quantities and grades of target zones, assuming the recovery of the San Vicente 3 concession on the Metates.

The actual results could differ materially from those anticipated in these forward looking statements as a result of risk factors, including the risks to development of the Company's technology, timing and content of work programs; results of exploration activities and development of mineral properties; the interpretation and uncertainties of drilling and testing results and other geological data; receipt, maintenance and security of permits and mineral property titles, including the recovery of the San Vicente 3 mineral concession; environmental and other regulatory risks; project costs overruns or unanticipated costs and expenses; availability of funds; failure to delineate potential quantities and grades of the target zones based on historical data; general market and industry conditions; changes in project parameters as plans continue to be refined; accidents, labour disputes and other risks of the mining industry; and political instability.

Forward-looking statements are based on the expectations and opinions of the Company's management on the date the statements are made. The assumptions used in the preparation of such statements, although considered reasonable at the time of preparation, may prove to be imprecise and, as such, readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date the statements were made. The Company undertakes no obligation to update or revise any forward-looking statements included in this news release if these beliefs, estimates and opinions or other circumstances should change, except as otherwise required by applicable law.

NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

________________________
1 Mexico's biggest undeveloped gold deposits. Bnamericas, Published Tuesday, November 24, 2020.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/280470

Share to Youtube Share to Facebook Facebook Share to Linkedin Share to Twitter Twitter Share to Tiktok