The proposed Debt Financing is intended to support the advancement of the Company's restart and commissioning of its 100%-owned Beacon Gold Mill in Val-d'Or, Québec. The term of the engagement is 180 days and may be terminated earlier by either party with written notice. The Company confirms that no securities have been issued or will be issued to the Agents in connection with the Agreement or the provision of the Agent's services thereunder. As compensation for their services, the Agents will receive a non-refundable work fee of CAD $25,000 payable in cash upon signing of the agreement and will receive a 4% cash commission on gross proceeds raised from lenders introduced by the Agents and a 2% reduced cash commission for closings involving pre-approved parties on the Company's exclusion list. A break fee of CAD $50,000 payable in cash is due if a secured debt financing is completed without the Agents during the agreement term.
NON-BROKERED PRIVATE PLACEMENT OF LIFE AND CHARITY FLOW-THROUGH UNITS
LIFE Offering
The Company also announces a non-brokered private placement offering of up to 6,000,000 units of the Company (the "Units") at a price of $0.48 per Unit gross proceeds of up to $2,880,000 (the "LIFE Offering"). Each Unit will consist of one (1) common share in the capital of the Company (each a "Common Share") and one (1) Common Share purchase warrant (a "Warrant") granting the holder the right to purchase one (1) additional Common Share of the Company (a "Warrant Share") at a price of $0.75 at any time on or before 24 months from the Closing Date (defined below). The Warrants will be subject to an accelerated expiry upon thirty (30) business days' notice from the Company in the event the closing price of the Common Shares on the Canadian Securities Exchange (the "CSE") is equal to or above a price of $0.90 for fourteen (14) consecutive trading days any time after closing of the Offering.
The gross proceeds from the LIFE Offering will be used for the advancement of exploration initiatives at the Company's Swanson Gold Project and for operational purposes at the Beacon Gold Mill, in addition to working capital and general corporate expenses.
The Units will be offered for sale pursuant to the listed issuer financing exemption under Part 5A of National Instrument 45-106 - Prospectus Exemptions, as amended by CSA Coordinated Blanket Order 45-935 - Exemptions from Certain Conditions of the Listed Issuer Financing Exemption, to purchasers resident in Canada, excluding Quebec, and other qualifying jurisdictions.
The securities offered under the LIFE Offering will not be subject to a hold period in accordance with applicable Canadian securities laws. There is an offering document (the "Offering Document") related to the LIFE Offering that can be accessed under the Issuer's profile at www.sedarplus.ca and at the Company's website at www.lafleurminerals.com. Prospective investors should read this Offering Document before making an investment decision.
The Company has also agreed to pay qualified finders and brokers a cash commission of 7.0% of the aggregate gross proceeds of the LIFE Offering and such number of broker warrants (the "Broker Warrants") as is equal to 7.0% of the number of Units sold under the LIFE Offering. Each Broker Warrant will entitle the holder to purchase one Common Share at an exercise price equal to the Offering Price for a period of 24 months following the Closing Date.
Charity Flow-Through (FT) Offering
The Company also intends to offer up to 3,750,000 charity flow-through units of the Company (the "Charity FT Units") at a price of $0.69 per Charity FT Unit for gross proceeds of up to $2,587,500 (the "Charity FT Offering"). Each Charity FT Unit will consist of one (1) Common Share to be issued as a "flow-through share" within the meaning of the Income Tax Act (Canada) and the Taxation Act (Québec) (each, a "Charity FT Share") and one (1) Warrant which shall have the same terms as the Warrants included in the Units to be issued in the LIFE Offering.
The gross proceeds from the issuance and sale of the Charity FT Units will be used on the Company's Swanson Gold Project to incur "Canadian Exploration Expenses" as such term is defined under subsection 66.1(6) of the Income Tax Act (Canada) and will qualify as "flow-through mining expenditures" as defined in subsection 127(9) of the Income Tax Act (Canada) (or would so qualify if the references to "before 2026" in paragraph (a) of the definition of "flow-through mining expenditure" in subsection 127(9) of the Tax Act were read as "before 2027" and the references in paragraphs (c) and (d) of that definition to "before April 2025" were read as "before April 2026"). The qualifying expenditures will be incurred on or before December 31, 2026, and will be renounced to the subscribers with an effective date no later than December 31, 2025, in an aggregate amount not less than the gross proceeds raised from the issuance of the Charity FT Shares.
All securities issued in connection with the Charity FT Offering will be subject to a statutory hold period of four months and one day following the date of issuance in accordance with applicable Canadian securities laws.
The closing of the LIFE Offering and Charity FT Offering is expected to occur on or about August 15, 2025 (the "Closing Date"), or such other earlier or later date as the Company may determine.
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 referred to in this news release have not been, nor will they be, registered under the United States Securities Act of 1933, as amended (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 an exemption from registration under the U.S. Securities Act and applicable U.S. state securities laws. "United States" and "U.S. person" are as defined in Regulation S under the U.S Securities Act.
About LaFleur Minerals Inc.
LaFleur Minerals Inc. (CSE: LFLR,OTC:LFLRF) (FSE: 3WK0) is focused on the development of district-scale gold projects in the Abitibi Gold Belt near Val-d'Or, Québec. Our mission is to advance mining projects with a laser focus on our resource-stage Swanson Gold Deposit and the Beacon Gold Mill, which have significant potential to deliver long-term value. The Swanson Gold Project is approximately 18,304 hectares (183 km2) in size and includes several prospects rich in gold and critical metals previously held by Monarch Mining, Abcourt Mines, and Globex Mining. LaFleur has recently consolidated a large land package along a major structural break that hosts the Swanson, Bartec, and Jolin gold deposits and several other showings which make up the Swanson Gold Project. The Swanson Gold Project is easily accessible by road allowing direct access to several nearby gold mills, further enhancing its development potential. Lafleur Mineral's fully refurbished and permitted Beacon Gold Mill is capable of processing over 750 tonnes per day and is being considered for processing mineralized material at Swanson and for custom milling operations for other nearby gold projects.
ON BEHALF OF LaFleur Minerals INC.
Neither the Canadian Securities Exchange nor its Regulation Services Provider accepts responsibility for the adequacy or accuracy of this news release.
Cautionary Statement Regarding "Forward-Looking" Information
This news release includes certain statements that may be deemed "forward-looking statements". All statements in this new release, other than statements of historical facts, that address events or developments that the Company expects to occur, are forward-looking statements. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words "expects", "plans", "anticipates", "believes", "intends", "estimates", "projects", "potential" and similar expressions, or that events or conditions "will", "would", "may", "could" or "should" occur. Forward-looking statements in this news release include, without limitation, statements related to the closing of the LIFE Offering and the Charity FT Offering, and the anticipated use of proceeds from the LIFE Offering and the Charity FT Offering. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in the forward-looking statements. Factors that could cause the actual results to differ materially from those in forward-looking statements include market prices, continued availability of capital and financing, and general economic, market or business conditions. Investors are cautioned that any such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements. Forward-looking statements are based on the beliefs, estimates and opinions of the Company's management on the date the statements are made. Except as required by applicable securities laws, the Company undertakes no obligation to update these forward-looking statements in the event that management's beliefs, estimates or opinions, or other factors, should change.
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