Sudbury, Ontario–(Newsfile Corp. – November 4, 2024) – Magna Mining Inc. (TSXV: NICU) (the “Corporation“) is pleased to announce that it has closed its previously announced “best case” private placement of 20,809,480 common shares of the Company (the “Ordinary shares“) at a price of $1.05 per common share for total gross proceeds of approximately $21.85 million (the “Offer“), including the full exercise of the agent’s option. The offering was co-led by Desjardins Capital Markets and SCP Resource Finance LP and included Canaccord Genuity Corp. and BMO Capital Markets (collectively, the “Agents“).

The Company intends to use the net proceeds from the sale of the Offering to advance its existing projects in Sudbury and for general corporate purposes.

In consideration for their services, the Company made to the Agents an aggregate cash payment of approximately $1,290,968..

The Common Shares issued in connection with the Offering will be subject to a hold period expiring four months and one day from the date hereof. The offering is subject to final acceptance by the TSX Venture Exchange.

As part of the exercise of its right of participation, Dundee Corporation (“Dundee“), through its wholly owned subsidiary, Dundee Resources Limited, subscribed for 4,161,800 common shares in the offering for an aggregate subscription amount of $4,369,890. Prior to the offering, Dundee and its affiliates owned or controlled 38,563,518 common shares and 4,259,259 warrants, representing approximately 22.374% of the issued and outstanding common shares prior to the offering on an undiluted basis (approximately 24.205% on a partially diluted basis following the closing of the Offering, Dundee and its affiliates own or control 42,725,318 Common Shares and 4,259,259 Warrants representing approximately 22.118% of the Common Shares issued and outstanding immediately following the Offering on a non-diluted basis. (approximately 23.799% on a partially diluted basis).

As part of the exercise of its right of participation, TFG Asset Management UK LLP (“Hawke’s Point“), through its subsidiary Hawke’s Point Holding II Liming, subscribed for 2,226,600 common shares in the offering for a total subscription amount of $2,337,930. Prior to the offering, Hawke’s Point and the affiliates owned or controlled 18,518,518 common shares and 9,259,259 warrants, representing approximately 10.744% of the issued and outstanding common shares prior to the offering on an undiluted basis (approximately 15.294% on a partially diluted basis after closing of the offering, Hawke’s Point and its affiliates own or control 20,745,188 common shares and 9,259,259 warrants, representing approximately 10.740% of the common shares issued and outstanding immediately following the offering on a non-diluted basis ( approximately 14.822% on a partially diluted basis).

Additionally, Jason Jessup, David King, Jeffrey Huffman, directors and officers of the Company (and together with Dundee and Hawke’s Point, the “Insiders“), subscribed for 10,000, 50,000 and 27,100 ordinary shares respectively.

The subscription by each of the insiders is considered a “related party transaction” for the purposes of Multilateral Instrument 61-101 – Protection of minority security holders during special transactions (“MI 61-101“). The Company did not file a material change report more than 21 days before the expected closing date of the offering since the details of the offering and the participation of insiders therein were only shortly resolved prior to the closing of the placement and the Company wished to close the placement on an accelerated basis for valid business reasons. The Company is relying on the exemptions from the formal valuation and minority shareholder approval requirements available under Regulation 61-. 101. The Company is exempt from the formal valuation requirement provided for in section 5.4 of MI 61-101 in reliance on section 5.5(b) of MI 61-101, because the Company is not. not listed or listed on a specified market In addition, the Company is exempt from the minority shareholder approval requirement under Section 5.6 of MI 61-101 in reliance on Section 5.7(. 1)(a) of MI 61-101 since the fair market value of the transaction, to the extent that it involves insiders, is not greater than 25% of the market capitalization of the Company.

The securities offered have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. registration. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of any securities in any state in which such offer, solicitation or sale would be unlawful.

About Magna Mining Inc.

Magna Mining is an exploration and development company focused on nickel, copper and platinum projects in the Sudbury region of Ontario, Canada. The Company’s flagship assets are the former Shakespeare and Crean Hill mines. The Shakespeare Mine is a project in the feasibility phase which has significant permits for the construction of a 4,500 tonne per day open pit mine, processing plant and tailings storage facility and is surrounded by contiguous land of 180 km2. Crean Hill is a former nickel, copper and platinum producing mine with a preliminary economic assessment technical report dated November 1, 2024. Additional information about the Company is available on SEDAR+ (www.sedarplus.ca) and on the Company’s website (www.magnamining.com).

Caution Regarding Forward-Looking Information

This press release contains “forward-looking information” within the meaning of applicable Canadian securities legislation, which is based on expectations, estimates, projections and interpretations as of the date of this press release. Any statements involving discussions regarding predictions, expectations, interpretations, beliefs, plans, projections, objectives, assumptions, future events or performance, including with respect to the use of the proceeds of the offering , timing and ability of the Company to achieve the final result. approval of the offering by the TSX Venture Exchange, if applicable; the perspectives of the Shakespeare and Crean Hill mines (often, but not always, using expressions such as “expects” or “does not expect”, “is expected”, “interpreted”, “view of management”, “anticipates” or “does anticipate”, “plans”, “budget”, “scheduled”, “forecasts”, “estimates”, “believes” or “intends” or variations of these words and expressions or statements that certain actions, events or results “may” or “could”, “would”, “could” or “will” occur or be achieved) are not statements of historical fact and may be forward-looking information and are intended to identify forward-looking information Such forward-looking information is based on reasonable assumptions and estimates of the management of the Company, at the time it was made, involves known and unknown risks, uncertainties and other factors which. may cause the actual results, performance or achievements of the companies to be materially different from any future results, performance or achievements expressed or implied by such forward-looking information. Although the forward-looking information contained in this press release is based on what management believes, or believed at the time, to be reasonable assumptions, the parties cannot assure shareholders and potential purchasers of securities that actual results will be consistent with this forward-looking information. forward-looking information, as there may be other factors that cause results not to be as anticipated, estimated or intended, and neither the Company nor any other person assumes responsibility for the accuracy and completeness of this forward-looking information. The Company undertakes no obligation, and assumes no obligation, to update or revise any forward-looking statements or forward-looking information contained herein to reflect new events or circumstances, except as required by law.

Neither the 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 press release. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.

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