Northern Silicon International Inc. completes C$5.24 million Private Placement through its wholly-owned subsidiary
November 25, 2025
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Vancouver, BC – November 25, 2025 – Northern Silicon International Inc. (the “Company”) is pleased to announce that, through its wholly owned subsidiary 1560535 B.C. Ltd. (“FinCo”), it has closed its previously-announced private placement, pursuant to which FinCo sold 26,215,000 subscription receipts of FinCo (the “Subscription Receipts”) at a price of C$0.20 per Subscription Receipt (the “Offering Price”) on a “best efforts” private placement basis for gross proceeds of C$5,243,000 (the “Financing”), which includes the partial exercise of the Agent’s over-allotment option. The Financing was conducted by Red Cloud Securities Inc. as lead agent and sole bookrunner (the “Agent”).
Each Subscription Receipt will automatically convert into one common share of the Company upon satisfaction of certain escrow release conditions (the “Escrow Release Conditions”), including completion of the Company’s previously-announced proposed acquisition of the Steiglitz gold project located approximately 80 kilometers west of Melbourne, Australia (the “Steiglitz Project”), via the purchase through FinCo of all of the issued and outstanding shares of Crossroads Gold Corp. (“Crossroads”), a private British Columbia corporation which owns the Steiglitz Project (the “Transaction”). Completion of the Transaction is subject to a number of conditions, including receipt of all necessary shareholder and regulatory approvals, completion of the grant and transfer of certain licenses, and approval of the TSX Venture Exchange in respect of listing the Company’s shares following the completion of the Transaction.
The proceeds from the sale of the Subscription Receipts are being held in escrow and will not be released to the Company until the Escrow Release Conditions are satisfied or waived, as applicable. If the Escrow Release Conditions have not been satisfied or waived, as applicable, on or prior to February 27, 2026, the aggregate Offering Price of the Subscription Receipts will be returned to the holders (net of any applicable withholding taxes), and such Subscription Receipts will be automatically cancelled and be of no further force and effect. Following the satisfaction or waiver, as applicable, of the Escrow Release Conditions, the net proceeds of the Financing are expected to be used for the exploration and development of the Stieglitz Project, to pay the costs of the Transaction (including the Agent’s Fee (as defined below)), and for general and administrative purposes.
The Subscription Receipts are subject to an indefinite hold period. The common shares of the Company issued on conversion of the Subscription Receipts following the completion of the Transaction will not be subject to a statutory hold period in Canada. The Subscription Receipts are not eligible for RRSPs, RRIFs, RDSPs, RESPs, TFSAs and DPSPs.
As consideration for the services provided in connection with the Financing, the Agent will receive a cash commission in the amount of $154,490, representing 6.0% of the aggregate proceeds of the Financing (other than in respect of sales to those purchasers on the President’s List in which case a cash commission of 2.0% is payable) (the “Agent’s Fee”). FinCo has also issued to the Agent 772,450 non-transferable broker warrants of FinCo (the “Broker Warrants”), to be converted into broker warrants of the Company in connection with the Transaction and exercisable at any time to the day that is 36 months from the closing of the Financing, representing 6.0% (reduced to 2.0% in respect of sales to purchasers on the President’s List) of the number of Subscription Receipts sold pursuant to the Financing at an exercise price per share equal to the Offering Price. The Broker Warrants will only be exercisable and the Agent’s Fee will only be payable, upon the satisfaction or waiver, as applicable, of the Escrow Release Conditions.
This news release is not an offer to sell or the solicitation of an offer to buy the securities in the United States or in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to qualification or registration under the securities laws of such jurisdiction. The securities issued pursuant to the Financing have not been, nor will they be, registered under the U.S. Securities Act, and such securities may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from U.S. registration requirements and applicable U.S. state securities laws.
On behalf of the Board of Directors,
Brenda Nowak
Corporate Secretary
Phone: (604) 609-6110
Certain statements and information herein, including all statements that are not historical facts, contain forward looking statements and forward-looking information within the meaning of applicable securities laws. Such forward looking statements or information include but are not limited to statements or information with respect to: the proposed Transaction, listing and business plans of the Company, Crossroads and the resulting issuer; the timing of the Transaction; the conversion of the Subscription Receipts; the payment of the Agent’s Fee; the board of directors and management of the resulting issuer; the satisfaction closing conditions; and the closing of the Transaction. With respect to forward-looking statements and information contained herein, the Company and Crossroads have made numerous assumptions including among other things, assumptions about the ability to close the Transaction, regulatory and stock exchange approval thereof, general business and economic conditions, and anticipated costs and expenditures of the Transaction. The foregoing list of assumptions is not exhaustive. Although management of the Company and Crossroads believe that the assumptions made and the expectations represented by such statements or information are reasonable, there can be no assurance that forward-looking statements or information herein will prove to be accurate. Forward-looking statements and information by their nature are based on assumptions and involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements or information. These factors include, but are not limited to: the Transaction may not close on the terms set forth herein, or at all; risks relating to the availability of financing for the resulting issuer; risks relating to the receipt of all requisite approvals for the Transaction, including the approval of the stock exchange and other necessary approvals; risks associated with the business of Crossroads given its limited operating history; business and economic conditions in the mineral industry generally; the supply and demand for labour and other project inputs; risks relating to unanticipated operational difficulties (including unanticipated events related to mineral exploration); changes in general economic conditions or conditions in the financial markets; changes in the price of gold and currency exchange; and other risk factors as detailed from time to time. The Company and Crossroads do not undertake to update any forward-looking information, except in accordance with applicable securities laws. No stock exchange nor their regulation services accepts responsibility for the adequacy or accuracy of this news release, which has been prepared by management.