Mid-Market Canadian Financings, Transactions & Spin‑offs in December 2025

Your Canadian deal and transaction summary for end of year 2025.

Introduction to December 2025 Deal Recap

December 2025 was an active month for Canada’s mid‑market corporate finance and M&A space. While large‑cap transactions such as Teck Resources’ merger with Anglo American and ProAmpac’s US$1.51 billion purchase of TC Transcontinental’s packaging division dominated headlines, numerous mid‑sized companies executed acquisitions, divestitures, spin‑outs and private financings.

This report synthesizes publicly available press releases and news articles to catalogue transactions announced or completed in December 2025 that involved Canadian companies and fit within the “mid‑market” range (roughly US$20 million–500 million).

Where values were not disclosed, transactions are included because the parties are mid‑sized companies based on market capitalization or revenue.

Dec 2025: Methodology for Canadian Deal Research

• Scope – Deals considered include mergers, acquisitions, spin‑offs, strategic investments and financings involving Canadian companies in December 2025. Large‑cap transactions (e.g., Teck/Anglo American, ProAmpac/TC Transcontinental) are included for context but are distinguished from mid‑market deals.

• Sources – Primary sources include company news releases, investor relations pages and credible news networks such as Junior Mining Network, Newsfile, Investing News Network and company websites. Each fact is cited using tether IDs that reference the lines within the browser or computer tools.

• Currency – Values are given in Canadian dollars (C$) unless otherwise noted. Many mining financings use flow‑through shares, which provide investors with tax deductions.

Canadian Mergers & Acquisitions - Dec 2025

1. On 15  December 2025, Canopy Growth announced a definitive agreement to buy Quebec‑based producer MTL Cannabis.

   1. The deal values MTL at about C$125 million in equity and an enterprise value of roughly C$179 million.

   2. Under the terms, MTL shareholders will receive 0.32 Canopy shares plus C$0.144 in cash per share—about a 45 % premium to MTL’s 20‑day VWAP.

   3. The transaction is expected to close in the first quarter of 2026 and will broaden Canopy’s medical cannabis presence. (Source)

2. LSL Pharma Group moved to expand its over‑the‑counter medicine business by signing a letter of intent on 17 December 2025 to acquire Juno OTC.

   1. The purchase price totals C$5 million, consisting of C$2.5 million in cash, about 5.5 million LSL shares valued at C$2 million and a deferred C$0.5 million payment due in 2027. (Source)

   2. To fund the deal LSL launched an $11 million brokered private placement of convertible debentures, and by 23 December it closed the acquisition along with a C$12 million financing composed of C$10 million brokered and C$2 million non‑brokered debentures. (Source)

3. In the precious‑metals sector, privately held Highlander Silver agreed on 18 December 2025 to subscribe for 50 million Bear Creek Mining shares at C$0.36 each, injecting C$18 million into Bear Creek. (Source)

   1. The parties also signed a plan‑of‑arrangement whereby Highlander intends to acquire all Bear Creek shares it does not already own.

   2. Upon completion, which is targeted for early 2026, Bear Creek would be delisted and combined with Highlander’s management team.

4. Coeur Mining (U.S.) announced on 10 December 2025 that it would acquire Canadian peer New Gold for roughly US$7 billion. (Source)

   1. The all‑cash‑and‑share transaction offers New Gold shareholders a 16 % premium on the unaffected share price and would result in Coeur shareholders owning about 62 % of the combined company. Given its size, the deal sits outside the mid‑market, but it reflects ongoing consolidation among large gold producers.

5. ProAmpac entered into a purchase agreement on 9 December 2025 to acquire TC Transcontinental’s flexible‑packaging division for approximately US$1.51 billion. (Source)

   1. The deal will expand ProAmpac’s capabilities in protein, dairy, medical and pharmaceutical packaging and strengthen its North‑American footprint. Closing is expected in the first quarter of 2026.

6. In renewable energy, Atlantica Sustainable Infrastructure completed the acquisition of Statkraft’s Canadian platform on 10 December 2025. The purchase added 236 MW of operating wind and hydro assets plus a development pipeline of about 0.6 GW, bolstering Atlantica’s presence in North America. (Source)

7. A high‑profile merger between Anglo American and Teck Resources received shareholder approvals on 9 December 2025 and Canadian government approval on 15 December 2025. As conditions of the Investment Canada Act approval, the combined company committed to invest at least C$4.5 billion in Canada over five years and maintain a Canadian headquarters. The union exemplifies regulatory oversight of large cross‑border deals. (Source)

Observations on Canadian M&A in December 2025

1. Strategic consolidation in cannabis and healthcare. Canopy Growth and LSL Pharma pursued acquisitions to gain market share and diversify product offerings. Both transactions were financed using a mix of shares, cash and convertible debt, illustrating creative deal structures in a risk‑averse funding environment.

2. Mining sector reorganizations. Bear Creek/Highlander and Coeur Mining/New Gold illustrate consolidation among miners. With commodity prices elevated, larger companies are acquiring juniors with advanced projects.

3. Infrastructure and renewable energy deals. Atlantica’s purchase of Statkraft’s Canadian assets shows investor appetite for renewable infrastructure. Meanwhile, CC&L Infrastructure (see financing section) raised capital to expand its rail terminals.

4. Government oversight. The Anglo American/Teck merger underscores the importance of regulatory approvals and domestic investment commitments in cross‑border deals.

December 2025 Mid-Market Canadian Financings:

1. On 23 December 2025 Sun Summit Minerals closed a non‑brokered financing that raised C$11.5 million. (Source)

   1. The company issued 67.86 million charity flow‑through shares at $0.14 and 20 million non‑flow‑through shares at $0.10.

   2. Proceeds will fund exploration at its JD, Theory and Buck projects in British Columbia.

   3. Sun Summit paid $303,380 in cash finder’s fees and granted 2.94 million finder warrants.

2. Ascot Resources updated the terms of its unit financing on 22 December 2025, announcing plans to raise up to C$150 million. (Source)

   1. Each unit comprises one common share and half a warrant exercisable at C$0.85 for 12 months, with the first closing expected on 30 December.

3. On 22 December 2025 Northern Graphite completed a non‑brokered private placement, issuing 10.8 million shares at C$0.125 for total proceeds of C$1.35 million. (Source)

   1. The BMI Group led the investment, and funds will support feasibility work for a battery anode material facility in Baie‑Comeau, Québec and provide working capital.

4. First Phosphate Corp. finished the final tranche of its flow‑through financing on 22 December 2025, bringing total gross proceeds to C$9.6 million. (Source)

   1. The final tranche raised C$2.98 million on 19 December, and since mid‑2022 the company has raised about C$49.7 million through multiple placements.

5. Brixton Metals announced on 18 December 2025 that it had closed the third and final tranche of its non‑brokered private placement. (Source)

   1. The tranche raised C$2.5 million, bringing the aggregate to approximately C$12.2 million. Each unit consisted of a share and a warrant; proceeds will support drilling at the Langis Silver Project.

6. Canterra Minerals increased its non‑brokered flow‑through placement on 21 December 2025 to C$5.7 million. (Source)

   1. The offering comprises critical‑minerals flow‑through shares priced at $0.32 and national flow‑through shares at $0.28. Funds will be used for exploration at its Newfoundland properties.

7. Connor, Clark & Lunn Infrastructure and Alpenglow Rail closed an oversubscribed C$280 million private placement on 19 December 2025. (Source)

   1. The investment‑grade notes will refinance existing debt and support expansion of the partnership’s rail terminals in Canada and the U.S. Management noted strong demand for rail logistics as North American commodity flows increase.

8. Junior explorer Steadright Critical Minerals announced on 18 December 2025 a non‑brokered flow‑through placement for $249,750. (Source)

   1. The financing involved 925,000 units priced at $0.27 each, with each unit containing half a warrant exercisable at $0.335; proceeds will fund exploration and working capital.

9. GoldQuest Mining announced a non‑brokered placement on 16 December 2025 to raise approximately C$30 million by selling units at $1.21 each. The offering was expected to close on 19 December and would fund work on its Romero project in the Dominican Republic. (Source)

10. On 16 December 2025 American Lithium stated its intention to spin out the Macusani Uranium Project into a new public company, aiming to unlock value and facilitate project financing. (Source)

11. Fuerte Metals completed a C$17.25 million brokered placement on 15 December 2025, up from the C$15 million offering announced earlier in the month. (Source)

    1. The financing used flow‑through and special flow‑through shares, with proceeds going toward exploration at its Coffee Gold Project.

12. Green Impact Partners cancelled a previously planned LIFE offering and on 10 December 2025 announced a C$5 million private placement at $4 per share. Officers and directors arranged to sell shares to finance their purchase of the placement, and the issue was scheduled to close immediately after announcement. (Source)

13. Also on 10 December, MDA Space priced a C$250 million private placement of 7.00 % senior unsecured notes due 2030. (Source)

    1. The notes, issued via a syndicate led by RBC, BMO and Scotiabank, will refinance existing credit facilities and enhance liquidity.

14. Questcorp Mining disclosed on 10 December 2025 a non‑brokered private placement of up to 5.77 million flow‑through units at $0.13 per unit, seeking to raise up to $750,000. Each unit includes one share and half a warrant exercisable at $0.20 for two years. (Source)

15. Earlier on 9 December Fuerte Metals had announced a C$15 million flow‑through offering consisting of $5 million of ordinary flow‑through shares at $5.25 and $10 million of special flow‑through shares at $6.04; this was later upsized to C$17.25 million. (Source)

16. A Bennett Jones report noted that Canadian mid‑market M&A deals (US$20–500 million) totalled about US$41.56 billion in 2025, with mining, financial services, software, energy, capital goods and pharmaceuticals being the most active sectors. (Source)

17. Salazar Resources arranged a non‑brokered placement on 3 December 2025 to raise up to C$1.43 million by issuing 11 million shares at $0.13 apiece. Proceeds were earmarked for property costs and working capital. (Source)

18. Lomiko Metals closed a non‑brokered flow‑through placement on 30 December 2025, raising C$300,000 by selling 2.5 million flow‑through shares at $0.12 each. The company paid $21,000 in finder’s fees and issued 175,000 finder warrants; proceeds will fund graphite sampling at La Loutre and exploration on its Yellow Fox property. (Source)

19. Nanalysis Scientific announced on 8 December 2025 that it would pursue a non‑brokered private placement aiming to raise up to C$2.5 million. Units priced at $0.15 each include one share and half a warrant; proceeds will reduce debt. (Source)

20. LaFleur Minerals disclosed on 29 December 2025 a non‑brokered private placement of up to C$1 million, offering units at $0.50 with warrants at $0.75. Funds will support restarting gold production at its Beacon mill and advancing the Swanson project. (Source)

21. Osisko Metals completed a non‑brokered private placement raising about C$32.48 million. (Source)

    1. The financing attracted strategic investors such as Hudbay Minerals, Agnico Eagle, Franco‑Nevada and Québec’s pension fund, which purchased common shares at $0.50. The investors obtained rights agreements outlining governance and financing provisions.

Financing trends in December 2025:

1. Flow‑through financings dominate. Many mining explorers raised capital via flow‑through and charity flow‑through shares, leveraging Canadian tax incentives. Sun Summit (C$11.5M), Fuerte Metals (C$17.25M), Northern Graphite (C$1.35M), Canterra (C$5.7M) and Lomiko Metals (C$0.3M) highlight this trend.

2. Convertible debentures for acquisitions. LSL Pharma funded its Juno OTC acquisition with a convertible debenture financing (C$12M), underscoring the use of hybrid debt in mid‑market M&A.

3. Strategic investor participation. Osisko Metals’ C$32.48M private placement included major mining companies (Hudbay, Agnico Eagle, Franco‑Nevada) and a provincial pension fund, signalling confidence in base‑metals projects.

4. Renewables and infrastructure financing. CC&L Infrastructure’s C$280M private placement for its rail terminals and MDA Space’s C$250M notes demonstrate investor appetite for infrastructure and space technology, sectors beyond mining.

5. Smaller financings for working capital. Companies such as Nanalysis (C$2.5M) and Salazar Resources (C$1.43M) raised modest amounts to repay debt or fund corporate overhead.

December 2025 Deals: Canadian Spin‑offs and Reorganizations

1. Great Pacific Gold closed the spin‑out of its Walhalla Gold Corp. subsidiary on 12 December 2025. Under the plan of arrangement, holders of GPAC’s Class A shares received one new GPAC share and one Walhalla share for each existing share. The new GPAC shares began trading on the TSX Venture Exchange on 16 December and Walhalla applied to list on the Canadian Securities Exchange. (Source)

2. On 16 December 2025 Seabridge Gold announced plans to spin out the Courageous Lake project into a new company called Valor Gold. Seabridge will distribute Valor shares pro rata to its shareholders, seeking to unlock value for the project. A 2024 pre‑feasibility study estimated Courageous Lake’s after‑tax net present value at US$363 million with a 21 % IRR. (Source)

3. Latin Metals obtained an interim court order on 18 December 2025 authorizing a shareholder vote on the spin‑out of its Para and Auquis copper projects into Latin Explore Inc. A special meeting to approve the arrangement was scheduled for 14 January 2026. (Source)

4. British Columbia’s Supreme Court approved J2 Metals’ plan of arrangement with Twenty Mile Metals on 16 December 2025. The arrangement calls for J2 to distribute 5 million Spinco shares to its shareholders, subject to TSX Venture Exchange approval and a minimum C$500,000 private placement. (Source)

5. Terra Balcanica Resources’ board approved the spin‑out of its Canadian uranium assets into a separate company called Terra North on 15 December 2025. Terra North will acquire a 591 km² portfolio in exchange for 15 million shares and will conduct private placements to fund 2026 exploration, aiming to list on the CSE in Q2 2026. (Source)

6. American Lithium announced on 16 December 2025 its intention to spin out the Macusani Uranium Project into a separate public company. Management believes Macusani, one of the largest undeveloped uranium deposits, will benefit from its own capital structure and investor base. (Source)

Dec 2025: Spin‑out trends in Canadian Deal Flow

1. Unlocking value – Junior exploration companies used spin‑outs to highlight specific assets (e.g., GPAC’s Walhalla project, Seabridge’s Courageous Lake). This strategy allows dedicated management and financing for each project while giving shareholders shares of both entities.

2. Court‑approved arrangements – J2 Metals and Latin Metals sought court orders and shareholder approvals for their arrangements, showing compliance with the British Columbia Business Corporations Act.

3. Uranium focus – Several spin‑outs (Terra Balcanica, American Lithium) involve uranium projects, reflecting renewed investor interest in nuclear energy and the associated capital requirements.

Sectoral Insights & Overall Trends

Mining & Resource Extraction

Mining transactions dominated December 2025. Precious‑metals and battery‑metals companies accounted for most private placements and spin‑outs. Flow‑through share structures remained critical for financing exploration. Consolidation activity (e.g., Coeur Mining/New Gold, Bear Creek/Highlander) suggests that miners with advanced projects are attractive acquisition targets. Several spin‑outs targeted uranium assets, signalling anticipation of higher uranium demand.

Cannabis & Pharmaceuticals

Two notable mid‑market acquisitions occurred in cannabis/pharma: Canopy Growth’s purchase of MTL Cannabis and LSL Pharma’s acquisition of Juno OTC. These deals reflect continued consolidation in Canada’s cannabis industry and the trend of pharmaceutical companies diversifying into over‑the‑counter products. Financing through share consideration and convertible debentures indicates that equity capital markets remained supportive for strategic deals.

Infrastructure, Energy & Technology

MDA Space’s C$250 million notes offering and CC&L Infrastructure’s C$280 million private placement highlight investor confidence in infrastructure and space technology. Atlantica’s acquisition of Statkraft’s Canadian renewables platform adds scale in wind and hydro generation. These transactions show that beyond mining, capital markets are supporting infrastructure and energy‑transition projects.

Financing Environment

• Risk‑sharing mechanisms – Flow‑through share structures allowed investors to receive tax deductions in exchange for funding exploration, making it easier for juniors to raise capital during volatile markets.

• Use of strategic investors – Deals such as Osisko Metals’ private placement with Hudbay, Agnico Eagle and Franco‑Nevada show that major miners and institutional investors are actively backing promising projects.

• Hybrid instruments – Convertible debentures (LSL Pharma) and senior notes (MDA) show that debt markets remained open for mid‑market companies looking to refinance or fund acquisitions.

December 2025 Mid-Market Conclusions:

December 2025 demonstrated vibrant mid‑market activity across Canada.

Mining exploration companies executed numerous private placements and spin‑outs, capitalizing on favourable commodity prices and flow‑through tax incentives. Cannabis and pharmaceutical consolidation continued with Canopy Growth and LSL Pharma pursuing strategic acquisitions. Infrastructure and technology companies raised substantial capital through private debt placements, reflecting investor appetite for long‑term assets and innovation.

Overall, the month highlighted the resilience and adaptability of Canada’s mid‑market, with companies employing creative financing strategies and corporate restructurings to advance growth projects and unlock shareholder value.

Risk Disclaimer and Intended Use: This report is intended to act as an educational resource, - not a definitive recommendation. Please reference underlying sources directly for further details. This report is not a recommendation to raise capital from investors, US-based or otherwise. If you need advice for your business, you are welcome to contact us for a referral.

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