ROUYN-NORANDA, QC and TORONTO, April 22, 2026 /CNW/ - Fokus Mining Corporation ("Fokus") (TSXV: FKM) (OTCQB: FKMCF) and Gold Candle Ltd. ("Gold Candle") today announced the successful completion of the previously-announced statutory plan of arrangement (the "Arrangement") whereby Gold Candle acquired all of the issued and outstanding common shares in the capital of Fokus (the "Shares") for $0.26 per Share. The Arrangement valued Fokus at approximately $63 million on an equity value basis.
As a result of the completion of the Arrangement, it is expected that the Shares will be delisted from the TSX Venture Exchange (the "TSXV"), OTCQB tier of the OTC Markets Group, and Open Markets segment of the Frankfurt Stock Exchange shortly after the date hereof, and that Fokus will promptly apply for an order to cease to be a reporting issuer (or equivalent) in each of Alberta, British Columbia and Québec.
Further details regarding the Arrangement are included in the management information circular of Fokus dated March 12, 2026, a copy of which can be found under Fokus' profile on SEDAR+ at www.sedarplus.ca.
Action Required by Fokus Shareholders
Registered shareholders of Fokus are reminded to submit a duly completed Letter of Transmittal and the share certificate(s) representing their Shares to Computershare Investor Services Inc. ("Computershare"), Fokus' depositary, to receive the cash consideration under the Arrangement. Non-registered shareholders of Fokus are not required to submit a Letter of Transmittal. Non-registered shareholders will receive the consideration they are entitled to under the Arrangement through the intermediary in whose name their Shares are held.
Gold Candle Private Placement
Concurrently with the closing of the Arrangement, Gold Candle completed a private placement for total gross proceeds of $65 million. Following completion of the Arrangement and the private placement, Gold Candle has approximately 230 million common shares issued and outstanding.
Required Early Warning Disclosure
This additional disclosure is being provided pursuant to National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues ("NI 62-103"), which also requires a report to be filed by Gold Candle with the regulatory authorities in each jurisdiction in which Fokus is a reporting issuer containing information with respect to the foregoing matters. A copy of the early warning report will be made available under Fokus' profile on SEDAR+ at www.sedarplus.ca.
Immediately prior to giving effect to the Arrangement and the transactions related thereto, Gold Candle did not own, or exercise control or direction over, directly or indirectly, any Shares. After giving effect to the Arrangement and the transactions related thereto, Gold Candle owns, directly or indirectly, all of the issued and outstanding Shares. Gold Candle's head office is located at 123 Front Street West, Suite 905, Toronto, Ontario, M5J 2M2.
Qualified Person
The scientific and technical information in this press release was reviewed and approved by Philippe MacKay, P.Eng., President and Chief Executive Officer of Fokus. Mr. MacKay is a Qualified Person as defined under National Instrument 43-101 and a Professional Engineer registered with Ordre des ingénieurs du Québec (OIQ). Mr. MacKay consents to the publication of this press release and certifies that the information is provided fairly and accurately represents the scientific and technical information disclosed within it.
Technical Report
Additional scientific and technical information regarding the Galloway Project is contained in the technical report titled "NI 43-101 Technical Report and Mineral Resource Estimate for the Galloway Project, Québec, Canada" dated 7 May 2023 (with an effective date of 21 March 2023), prepared by InnovExplo and authored by Alain Carrier, M.Sc., P.Geo., Olivier Vadnais-Leblanc, P.Geo., Marc R. Beauvais, P.Eng. and David Le Tourneux, P.Eng., M.Sc. The report is available for download on SEDAR+.
About Fokus Mining Corporation
Fokus is a mineral resource company focused on the acquisition and exploration of precious metal deposits in Québec's Abitibi region. Fokus' flagship Galloway Project is located approximately 20 km west of Rouyn-Noranda, immediately north of the Cadillac-Larder Lake Fault.
The 100%-owned Galloway Project hosts an inferred mineral resource of 1.42 million ounces of gold (41,195,000 tonnes grading 1.07 g/t Au) at a gold price of US$1,750 per ounce.
Fokus' land package totals 15,988 hectares along the Cadillac-Larder Lake Fault and includes nine 100%-owned properties: Galloway, Cadillac Break, Lucky Break, Wasa Creek, Wasa East, Silidor, Stadacona-East, Deep and Dufay plus a 40% interest in the Capricorn property.
About Gold Candle Ltd.
Gold Candle Ltd. is a privately funded Canadian exploration company existing under the laws of Ontario, led by a diverse and experienced team of mining professionals. In 2015, Gold Candle acquired claims over the historic Kerr-Addison Gold Mine and surrounding area in McGarry Township, located in the Timiskaming District of Ontario. Gold Candle is committed to responsible mineral exploration that benefits local communities, employees, and shareholders while respecting people and the environment.
Advisors
Bennett Jones LLP acted as legal counsel to Fokus, and Lavery, de Billy L.L.P. acted as legal counsel to a committee of independent directors (the "Special Committee"). Clarus Securities Inc. ("Clarus") acted as financial advisor to the Special Committee, and Clarus also provided a fairness opinion to the Special Committee.
Goodmans LLP and BCF LLP acted as legal counsel to Gold Candle.
Forward-Looking Information
This news release contains statements that may constitute "forward-looking information" within the meaning of applicable Canadian securities laws. Forward-looking statements and information can generally be identified by the use of forward-looking terminology such as "may", "will", "should", "expect", "intend", "estimate", "anticipate", "believe", "continue", "plans" or similar terminology. The forward-looking information contained herein is provided for the purpose of assisting readers in understanding management's current expectations and plans relating to the future. Readers are cautioned that such information may not be appropriate for other purposes.
Forward-looking information may include, among others, statements regarding the delisting of the Shares and Fokus ceasing to be a reporting issuer and other statements that are not historical facts.
Forward-looking statements relate to future events or future performance and reflect Fokus' or Gold Candle's, as applicable, expectations or beliefs regarding future events. Forward-looking statements include, but are not limited to statements with respect to the strengths, characteristics and potential of the Arrangement; the impact of the Arrangement on Shareholders and other stakeholders and other anticipated benefits of the Arrangement. By their very nature, forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.
Forward-looking information is based on management of the parties' reasonable assumptions, estimates, expectations, analyses and opinions, which are based on such management's experience and perception of trends, current conditions and expected developments, and other factors that management believes are relevant and reasonable in the circumstances, but which may prove to be incorrect. Such factors, among other things, include: business integration risks; fluctuations in general macroeconomic conditions; fluctuations in securities markets; fluctuations in spot and forward prices of copper or certain other commodities; change in national and local governments, legislation, taxation, controls, regulations and political or economic developments; risks and hazards associated with the business of mineral exploration, development and mining (including environmental hazards, industrial accidents, unusual or unexpected formations pressures, cave-ins and flooding); discrepancies between actual and estimated metallurgical recoveries; inability to obtain adequate insurance to cover risks and hazards; the presence of laws and regulations that may impose restrictions on mining; employee relations; relationships with and claims by local communities and indigenous populations; availability of increasing costs associated with mining inputs and labour; the speculative nature of mineral exploration and development (including the risks of obtaining necessary licenses, permits and approvals from government authorities); and title to properties.
The forward-looking information contained in this news release is made as of the date hereof and neither Fokus nor Gold Candle undertakes any obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as may be required by applicable law.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
SOURCE Fokus Mining Corporation
For Further Information: Fokus Mining Corporation, Philippe MacKay, P. Eng., MBA, President & CEO, Tel.: (514) 974-4349, Email: [email protected]; Gold Candle Ltd., Hannes Portmann, Chief Financial Officer, Tel.: (416) 303-1511, Email: [email protected]
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