Canoe Mining Ventures Corp. press release

Canoe Mining Ventures Announces Strategic Business Combination with Longview Gold and Subscription Receipt Financing

2026-07-29

TSXV - TSX Venture Exchange · Gold · Canada · M&A / Asset Transactions

Toronto, Ontario--(Newsfile Corp. - July 29, 2026) - Canoe Mining Ventures Corp. (TSXV: CLV) ("Canoe" or the "Company") is pleased to announce that it has entered into a business combination agreement dated July 24, 2026 (the "Agreement") with Longview Gold Corp. ("Longview"), a privately held, arm's length company which exists under the laws of British Columbia and holds an earn-in option to acquire a 100% interest in the Red Hill project, a sediment-hosted gold exploration property located in Eureka County, Nevada (the "Transaction").

It is anticipated that the proposed Transaction will constitute a "Reverse Takeover" of Canoe in accordance with Policy 5.2 - _Changes of Business and Reverse Takeovers_of the TSX Venture Exchange (the "Exchange" or "TSXV"). Canoe and Longview are not Non-Arm's Length Parties (nor do any Non-Arm's Length Parties of Canoe have any interest in Longview or any of its assets) and the Transaction is an entirely Arm's Length Transaction, all as defined by the policies of the TSXV.

The combined company (the "Combined Company") will become an explorer and developer of high potential mineral assets with a portfolio of projects in the United States (Nevada) and Canada (Ontario).

Scott Kelly, CEO of the Company, stated "We are delighted to announce this transformational transaction with Longview, which we believe represents a compelling opportunity for Canoe shareholders. Longview brings an exceptional technical and leadership team with a proven track record of discovery, project advancement and shareholder value creation. Their geological expertise, disciplined exploration approach and capital markets experience provide a strong foundation to systematically advance the Red Hill Project. The transaction also provides Canoe with exposure to the Red Hill Project, a district-scale gold exploration project strategically located on Nevada's renowned Cortez Trend-one of the world's premier gold districts and the focus of significant exploration by leading operators, including Nevada Gold Mines and McEwen Mining. Barrick's recent Fourmile discovery further validates the district's exceptional prospectivity and reinforces its potential to host additional significant gold discoveries. Together, the quality of the Red Hill Project, its location in a premier mining jurisdiction and the strength of the Longview team create a compelling platform for exploration success and long-term value creation. We believe this transaction significantly strengthens Canoe's growth profile and positions the Company to deliver value for all shareholders."

"Rarely does one have the opportunity to obtain a large land position within a proven and mature gold district such as the Cortez Trend. We are looking forward to unlocking shareholder value through the drill bit and post-closing we plan to be well financed to do so. The recent major discovery at Fourmile just goes to show that new discoveries are still possible within these mature gold belts with persistence and deeper drilling," said Gary Thompson, Longview's CEO.

Summary of the Proposed Transaction

The Agreement contemplates combining Canoe and Longview by way of a three cornered amalgamation whereby Longview will amalgamate with a wholly owned subsidiary of Canoe (the "Amalgamation") and the securityholders of Longview will receive securities of Canoe as consideration for their shares of Longview.

Immediately prior to the completion of the Transaction, Canoe will effect a consolidation of all of the outstanding common shares of Canoe (the "Canoe Shares") on a 3.32 to 1 basis (the "Consolidation"), resulting in an aggregate of approximately 10,735,034 post-Consolidation Canoe Shares outstanding (each, a "Post-Consolidation Canoe Share").

Pursuant to the terms of the Agreement, the holders of common shares in the capital of Longview (the "Longview Shares") shall receive one (1) Post-Consolidation Canoe Share in exchange for each Longview Share held. Upon completion of the Transaction, former shareholders of Longview will be issued approximately 49,655,000 Post-Consolidation Canoe Shares and Metalla (pursuant to the terms of the Earn-In Agreement described below) will be issued such number of Post-Consolidation Canoe Shares as is equal to 19.9% of the issued and outstanding Post-Consolidation Canoe Shares after giving effect to the Minimum Financing (as defined below).

In addition, the 8,869,175 common share purchase warrants and 3,250,000 stock options of Longview will be exchanged on a one-for-one basis for equivalent securities of Canoe, each such exchanged warrant or option exercisable for one Post-Consolidation Canoe Share upon the same terms as the securities so exchanged.

Pursuant to the terms of the Agreement, Canoe will continue from its jurisdiction as a company governed by the _Canada Business Corporations Act_to a company governed by the _Business Corporations Act _(British Columbia) and change its name to "Longview Gold Corp." or such other name as determined by Longview.

The Transaction is subject to a number of conditions including the approval of the Exchange, and the completion of the Minimum Financing (as defined below). In addition, the Transaction is conditional upon the approval of certain matters by the shareholders of Canoe and by the shareholders of Longview and annual and special meetings of the shareholders of Canoe and Longview are expected to be held in early September to approve such matters.

The Company and Longview are preparing a joint proxy circular (the "ProxyCircular") which will contain more detailed information regarding Longview and the terms of the Transaction which will be filed under Canoe's SEDAR+ profile at www.sedarplus.ca.

Concurrent Financing

Prior to the closing of the Transaction, Canoe will seek to complete a private placement (the "Concurrent Financing") pursuant to which it shall issue subscription receipts of Canoe (the "Subscription Receipts") at a price of $0.115 per Subscription Receipt to raise minimum gross proceeds of CAD$6,200,000 (the "Minimum Financing").

Each of the Subscription Receipts will, upon satisfaction of certain conditions precedent prior to the closing of the Transaction, be automatically converted into units of Canoe ("Canoe Units") with each such Canoe Unit consisting of one pre-Consolidation Canoe Share and one-half of one share purchase warrant (each whole such share purchase warrant, a "Canoe Warrant"). Each whole Canoe Warrant shall be exercisable to acquire one additional pre-Consolidation Canoe Share at an exercise price of $0.18 for a period of three years from the closing of the Concurrent Financing, in accordance with the terms thereof. In connection with the Concurrent Financing, Canoe will issue up to 1,200,000 pre-Consolidation Canoe Shares as finder's shares, pay cash finder's fees of up to 7% of the gross proceeds raised and issue such number of broker warrants ("Broker Warrants") as is equal to up to 7% of the aggregate number of Subscription Receipts sold. Each Broker Warrant shall be exercisable to acquire one pre-Consolidation Canoe Share at an exercise price of $0.115 for a period of two years from the closing of the Concurrent Financing.

The net proceeds of the Concurrent Financing are expected to be used for exploration expenditures at the Red Hill Project in Nevada and for general working capital. No finder's fees are payable in connection with the Transaction other than the finder's shares, finder's fees and Broker Warrants noted above in connection with the Concurrent Financing.

The Red Hill Project

Geologic Summary

The Red Hill Project lies in the Battle Mountain-Eureka Mineral Belt approximately 24km (15mi) from the center of the Cortez mining district, which includes the Carlin-type gold mines at Cortez, Pipeline, and Cortez Hills, along with numerous past producing gold and silver mines. Carlin-type sedimentary rock hosted gold deposits generally require favorable host rocks, a favorable structural setting, and a gold-bearing hydrothermal system. The Roberts Mountains Thrust of the Antler Orogeny is a characteristic feature of the central Great Basin and particularly the areas which host precious metals deposits in Nevada. Devonian age carbonate rocks host most of the known gold mineralization at the Red Hill Project, as is typical of nearby Carlin-style gold deposits. The diagenetic environment of those carbonate rocks determined the degree of porosity and permeability and ultimately, the favorability of the lithology/formation to serve as a gold host.

Paleozoic rocks in the Great Basin are primarily sedimentary rocks deposited along a continental margin. Tectonic compression in Late Cretaceous to Early Cenozoic uplifted crystalline basement rocks in the east and by the Oligocene, the major tectonic activity had changed to crustal extension, creating the extensional normal and listric faults characteristic of "basin and range" geography bound most of the north to northeast trending ranges of the Great Basin. Igneous activity in the early to mid-Cenozoic created widespread volcanic deposits over much of central and western Nevada. Igneous activity in the early to mid-Cenozoic created widespread bimodal volcanic deposits (basalt and rhyolites) over much of central and western Nevada. By mid-Cenozoic time, volcanic ash, ash flows, and ash flow tuffs from numerous vent areas covered the pre-Cenozoic rocks. In the central portion of the Red Hill Project, Tertiary basalt to basaltic andesite flows, siltstone, conglomerate and tuffaceous sedimentary rocks overlie the Devonian Wenban and Horse Canyon formations, which are the principal hosts of gold mineralization at the Cortez Mine. The principal structures at the Red Hill Project are east-northeast trending, moderate to steep dipping faults, and north-northwest trending, steeply dipping faults. Hydrothermal alteration has affected both the Devonian sedimentary rocks and the Tertiary/Quaternary basalt flows to volcaniclastic/sedimentary rocks. Longview's target areas are defined by favorable host lithology, structural preparation, and known mineralization.

There has been a significant amount of drilling at the Red Hill Project and elevated gold has been encountered in several areas.

Terms of Earn-In Agreement

Pursuant to an earn-in agreement dated November 28, 2025 (the "Earn-In Agreement") between Longview, Longview Gold USA Corporation (a wholly owned subsidiary of Longview), Metalla Royalty & Streaming Ltd. ("Metalla") and certain of Metalla's subsidiaries, Longview has the exclusive right to acquire a 100% interest in the Red Hill Project by incurring aggregate exploration expenditures of US$7,000,000 and making cash payments of US$4,000,000 over a seven-year period, together with a milestone payment of US$1,000,000 upon the delineation of a mineral resource exceeding 1 million gold equivalent ounces. Upon completion of the earn-in, the Red Hill Project will be subject to a 3% gross overriding royalty in favour of Metalla (or its affiliate), and a pre-existing 2% net profits royalty in favour of Barrick Gold Exploration Inc. ("Barrick") on 817 claims. If Longview adds any mining properties or rights within five miles of the circumambient boundary of the Red Hill Project, Metalla's 3% gross overriding royalty will extend to those additional mining properties or rights.

As partial consideration for the Earn-In Agreement, Metalla was issued special warrants which shall automatically be exercised to acquire such number of Post-Consolidation Canoe Shares as is equal to 19.9% of the issued and outstanding Post-Consolidation Canoe Shares upon completion of the Transaction (calculated after giving effect to the Concurrent Financing and the conversion of all Subscription Receipts issued pursuant thereto). Metalla will also be issued an equivalent number of Post-Consolidation Canoe Share purchase warrants, each entitling Metalla to acquire one additional Post-Consolidation Canoe Share at an exercise price equal to twice the issue price of the Subscription Receipts.

Directors and Officers of the Combined Company

Upon completion of the Transaction, it is anticipated that the management team of the Combined Company will be comprised of Longview's management team, being Gary Thompson (Chief Executive Officer) and Kevin Chen (Chief Financial Officer and Corporate Secretary) and the board of directors of the Combined Company will consist of five directors, being Scott M. Kelly (Canoe), Eugene Lee (Canoe), Gary Thompson (Longview), Michael Rapsch (Longview) and David Netherway (Longview).

The relevant experience of the new directors and officers of the Combined Company is set out below.

Gary Thompson - Proposed Chief Executive Officer (CEO) and Director

Gary Thompson is a co-founder, CEO and director of Longview. He has ~30 years' experience in resource exploration including precious and base metals, geothermal power and unconventional oil and gas, and is a "qualified person" as defined in NI 43-101. Mr. Thompson is a co-founder and Chairman, director and CEO of Brixton Metals Corporation (TSXV: BBB) and a founder, Executive Chairman, director and former CEO and President of Silver47 Exploration Corp. (TSXV: AGA). Mr. Thompson was the president and CEO of Sierra Geothermal Power Corp., from 2006 until 2010 when it was acquired by Ram Power Corporation. Prior to 2006, Mr. Thompson previously held positions with EnCana Corporation, Newmont Alaska Ltd., NovaGold Resources Inc. and CBM Solutions Ltd. Mr. Thompson is a professional geologist and an active member in good standing of the Engineers and Geoscientists British Columbia. Mr. Thompson holds a B.Sc. (Honours) in Geology from the University of British Columbia.

Kevin Chen - Proposed Chief Financial Officer (CFO)

Kevin Chen has over 21 years of experience in the mining industry. Most recently, Mr. Chen was CFO of Silver47 Exploration Corp. (TSXV: AGA). From September 2022 to October 2024, Mr. Chen was the CFO of Cassiar Gold Corp. (TSXV: GLDC). He previously served as Controller of Gold Royalty Corp. and Uranium Royalty Corp., CFO of Selwyn Chihong Mining Ltd., Finance Manager of Eldorado Gold Corporation and Controller of Afcan Mining. Prior to Afcan Mining, Mr. Chen was Audit Manager of KPMG LLP. Mr. Chen holds an MBA degree from the University of Western Ontario and Mr. Chen is a CPA, CMA (British Columbia).

Michael Rapsch- Proposed Director

Michael Rapsch has over 20 years of in-depth capital markets experience in the resource sector, including several senior roles as Vice President Corporate Communications and Corporate Development. In these roles, he was responsible for the implementation, management and execution of all marketing and investor relations related programs. His tenure included 4 years at SilverCrest Mines until the acquisition by First Majestic in 2015. From 2015 to the end of 2018, he was leading the investor relations activities for SilverCrest Metals which owned the Las Chispas silver and gold project in Sonora, Mexico until its acquisition by Coeur Mining. During his professional career, he was instrumental in assisting companies with capital raises. In 2019, Mr. Rapsch founded Cologne Communications Corp., which provides investor relations consulting services to publicly traded resource companies. Mr. Rapsch is an independent Director of Longview.

David Netherway - Proposed Director

David Netherway is a mining engineer with over 45 years of experience in the mining industry. David was involved in the construction and development of the New Liberty, Iduapriem, Siguiri, Samira Hill and Kiniero gold mines in West Africa and has mining experience in Africa, Australia, China, Canada, India and the Former Soviet Union. David served as the CEO of Shield Mining until its takeover by Gryphon Minerals, prior to that he was the CEO of TSX listed Afcan Mining Corporation, a China focused gold mining company that was sold to Eldorado Gold in 2005. He was also the Chairman of Afferro Mining which was acquired by IMIC in 2013. David has held senior management positions in a number of mining companies including Golden Shamrock Mines, Ashanti Goldfields and Semafo Inc. He is a former director of Canyon Resources Ltd., Altus Resource Capital, Altus Global Gold, African Aura Mining, Afferro Mining, Avesoro Resources, GMA Resources Ltd. and Kilo Goldmines Ltd. Mr. Netherway is currently the lead non-executive director of Kore Potash plc (ASX: AIM) (JSE: KP2) and a former Director of Silver47 Exploration Corp. (TSXV: AGA) and Elemental Royalty Corporation (TSXV: ELE) (NASDAQ: ELE). Mr. Netherway holds a BEng (Mining) from the University of Melbourne, Australia and a C.DipAF from the CACA in the UK.

Financial Information

Set forth below is a summary of the unaudited financial statements of Longview from incorporation on July 31, 2025 to March 31, 2026.

| Description | Amount | | Total Assets | $5,919,713 | | Total Liabilities | $107,352 | | Income for the Period | ($35,203) | | Net Loss for the Period | $855,584 |

About Canoe Mining Ventures Corp.

Canoe Mining Ventures Corp. (TSXV: CLV) is a Canadian mineral exploration company focused on identifying, acquiring, and advancing high-potential exploration assets across Canada. The Company seeks to generate value through strategic property acquisitions, geological evaluation, and disciplined project development in jurisdictions with strong mining frameworks and infrastructure.

About Longview Gold Corp.

Longview Gold Corp. is a private company incorporated under the _Business Corporations Act_(British Columbia) which holds an option to acquire the Red Hill Project. Longview is not a reporting issuer in any jurisdiction. Longview's activities are concentrated on the acquisition of mineral exploration properties and the exploration, evaluation, and related activities thereon. As of June 30, 2026, Longview had positive working capital of CAD$5.04 million (unaudited).

Additional Information

For further information regarding Canoe, Longview, the Combined Company or the Transaction, please refer to the Proxy Circular which will be filed under Canoe's SEDAR+ profile at www.sedarplus.ca.

Fogler, Rubinoff LLP acts as legal counsel to Canoe. Longview is represented by Fasken Martineau DuMoulin LLP.

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

For more information, please contact:

Canoe Mining Ventures Corp.

Scott M. Kelly CEO & Director Tel: +1 (416) 998-4714 Email: info@canoemining.ca

Longview Gold Corp.

Gary Thompson CEO & Director Email: gt@longviewgold.com

This news release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities in the United States. The securities 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 state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

Technical Disclosure and Qualified Persons

The scientific and technical information contained in this news release with respect to the Red Hill Project has been reviewed and approved by Jason Wickum, CPG., an employee of RESPEC who is independent of Canoe and Longview and a Qualified Person as defined in National Instrument 43-101 - Standards of Disclosure for Mineral Projects. Jason Wickum is a consultant to Longview.

Cautionary Note Regarding Forward-Looking Information

This news release contains statements which constitute "forward-looking statements" and "forward- looking information" within the meaning of applicable securities laws (collectively, "forward-looking statements"), including, without limitation, statements regarding the plans, intentions, beliefs and current expectations of Canoe and Longview with respect to future business activities and operating performance. Forward-looking statements are often identified by the words "may", "would", "could", "should", "will", "intend", "plan", "anticipate", "believe", "estimate", "expect" or similar expressions and includes information regarding: (a) expectations regarding whether the Transaction, Amalgamation or the Concurrent Financing will be consummated as currently proposed or at all, including whether the conditions to the consummation of the Transaction, Amalgamation or the Concurrent Financing or the conversion of the Subscription Receipts will be satisfied; (b) the timing for completing the Concurrent Financing, Amalgamation and the Transaction, if at all, and the size and conditions to such transactions; (c) expectations for other economic, business, and/or competitive factors; and (d) the use of proceeds of the Concurrent Financing.