New Risk • Apr 28
New major risk - Shareholder dilution The company's shareholders have been substantially diluted in the past year. Increase in shares outstanding: 34% This is considered a major risk. Shareholder dilution occurs when there is an increase in the number of shares on issue that is not proportionally distributed between all shareholders. Often due to the company raising equity capital or some options being converted into stock. All else being equal, if there are more shares outstanding then each existing share will be entitled to a lower proportion of the company's total earnings, thus reducing earnings per share (EPS). While dilution might not always result in lower EPS (like if the company is using the capital to fund an EPS accretive acquisition) in a lot cases it does, along with lower dividends per share and less voting power at shareholder meetings. Currently, the following risks have been identified for the company: Major Risks Less than 1 year of cash runway based on free cash flow trend (-CA$3.9m free cash flow). Shareholders have been substantially diluted in the past year (34% increase in shares outstanding). Revenue is less than US$1m. Minor Risk Market cap is less than US$100m (CA$57.6m market cap, or US$42.2m). Announcement • Apr 24
Gold Candle Ltd. completed the acquisition of Fokus Mining Corporation (TSXV:FKM). Gold Candle Ltd. executed letter of intent to acquire Fokus Mining Corporation (TSXV:FKM) on January 18, 2026. Gold Candle Ltd. entered into a definitive arrangement agreement to acquire Fokus Mining Corporation for CAD 53.8 million on February 11, 2026. Shareholders will receive cash consideration of $0.26 per share, providing immediate value and liquidity. The transaction will be financed through equity investment of CAD 50.05 million. In case of termination of transaction, Fokus Mining Corporation will pay a termination fee of CAD 1.80 million. The consideration represents a premium of 33.3% to the closing price of the Shares on the TSX Venture Exchange (the "TSXV") on February 11, 2026, and a premium of 36.8% to the 10-day volume-weighted average trading price of the Shares on the TSXV as of February 11, 2026.
The Transaction must also be approved by the Superior Court of Québec. The deal has been unanimously approved by Fokus Mining's Board of Directors and Special Commitee and recommend that Fokus shareholders vote in favour of the transaction. The transaction is expected to close during the second quarter of 2026. As of April 14, 2026, the transaction has been approved by the shareholders of Fokus Mining. The hearing in respect of the Final Order is expected to take place on April 17, 2026.
Clarus Securities Inc. acted as financial advisor and fairness opinion provider for the Special Committee of Fokus Mining Corporation. Upon terms of the Engagement Agreement also provide that Clarus will: (i) be paid a work fee of CAD 25,000 payable upon the execution of the Engagement Agreement; (ii) will receive a completion fee of CAD 50,000 upon completion or delivery to the Special Committee of the Fairness Opinion; and (iii) will be reimbursed for its reasonable expenses.
Kari MacKay of Goodmans LLP acted as legal advisor for Gold Candle Ltd. Jean Tessier of Bennett Jones LLP acted as legal advisor for Fokus Mining Corporation. Lavery, De Billy acted as legal advisor for the Special Committee of Fokus Mining Corporation. PowerOne Capital Markets Limited acted as financial advisor for the Board of Directors of Fokus Mining Corporation. Computershare Investor Services Inc. acted as transfer agent and depository of Fokus Mining Corporation.
Gold Candle Ltd. completed the acquisition of Fokus Mining Corporation (TSXV:FKM) on April 22, 2026. As a result of the completion of the arrangement, it is expected that the shares will be delisted from the TSX Venture Exchange, 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 Announcement • Feb 13
Gold Candle Ltd. entered into a definitive arrangement agreement to acquire Fokus Mining Corporation (TSXV:FKM) for CAD 47.8 million. Gold Candle Ltd. entered into a definitive arrangement agreement to acquire Fokus Mining Corporation (TSXV:FKM) for CAD 47.8 million on February 11, 2026. Shareholders will receive cash consideration of $0.26 per share, providing immediate value and liquidity. The transaction will be financed through equity investment of CAD 50.05 million. In case of termination of transaction, Fokus Mining Corporation will pay a termination fee of CAD 1.80 million. The consideration represents a premium of 33.3% to the closing price of the Shares on the TSX Venture Exchange (the "TSXV") on February 11, 2026, and a premium of 36.8% to the 10-day volume-weighted average trading price of the Shares on the TSXV as of February 11, 2026.
The Transaction must also be approved by the Superior Court of Québec. The deal has been unanimously approved by Fokus Mining's Board of Directors and Special Commitee and recommend that Fokus shareholders vote in favour of the transaction. The transaction is expected to close during the second quarter of 2026.
Clarus Securities Inc. acted as financial advisor and fairness opinion provider for the Special Committee of Fokus Mining Corporation. Goodmans LLP acted as legal advisor for Gold Candle Ltd. Bennett Jones LLP acted as legal advisor for Fokus Mining Corporation. Lavery, De Billy acted as legal advisor for the Special Committee of Fokus Mining Corporation. 
