Due to additional demand to participate in the LIFE Offering, the Company intends to also complete a non-brokered private placement on similar terms as the LIFE Offering for up to $700,000 on the same terms as the LIFE offering.
FMI Securities Inc. ("FMI") acted as a special advisor and selling group member on this LIFE Offering. FMI is an Exempt Market Dealer and a subsidiary of the FMI Capital Partners Group which operates in Canada, the US (through FINRA dealer FM Global Partners), and globally through its affiliated partners.
Each Unit consists of one common share in the capital of the Company (a "LIFE Share") and one transferrable common share purchase warrant (a "LIFE Warrant"). Each Warrant entitled the holder to purchase one additional common share at a price of $0.75 for a period of 24 months from the date of issuance. The Warrants are subject to an accelerated expiry upon thirty (30) business days' notice from the Company in the event the closing price of the Company's 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.
Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106 - Prospectus Exemptions ("NI 45-106"), the LIFE Offering was made to purchasers' resident in all provinces of Canada, except Quebec, pursuant to the listed issuer financing exemption under Part 5A of NI 45-106 (the "Listed Issuer Financing Exemption"). The securities offered under the Listed Issuer Financing Exemption are not subject to a hold period in accordance with applicable Canadian securities laws.
In connection with the Offering, the Company paid an aggregate cash finder fee of $144,651 and issued an aggregate of 301,355 non-transferable finders' warrants (each, a "Finder's Warrant"). Each Finder's Warrant entitles the holder to acquire one common share in the capital of the Company at a price of $0.75 each for a period of 24 months from the date of issuance, all in accordance with the policies of the CSE.
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 subscribers in the LIFE Offering included an executive officer of the Company (the "Insider") who subscribed for 7,500 LIFE Units for aggregate gross proceeds of $3,600 to the Company. The issuance of LIFE Units to the Insider constitutes a "related party transaction" as defined in Multilateral Instrument 61-101 - Protection of Minority Securityholders in Special Transactions ("MI 61-101"). The Company is relying on the exemption from valuation requirement and minority approval pursuant to subsections 5.5(a) and 5.7(1)(a) of MI 61-101, respectively, for the Insider participation in the LIFE Offering, as the value of the LIFE Units subscribed for does not represent more than 25% of the Company's market capitalization, as determined in accordance with MI 61-101.
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.
Engagement of Investor Relations Firms
The Company is also pleased to announce various strategic marketing and investor relations engagements (the "Engagements") with arms-length independent contractors and agencies, with the aim of developing the Company's communication strategy and strengthening exposure to a wider audience.
A service agreement dated August 21, 2025, with services expected to launch on September 25, 2025 has been executed by the Company with Investing News Network – INN (Dig Media Inc.) ("INN") (the "INN Service Agreement"). Pursuant to the terms and conditions of the INN Service Agreement, INN has agreed to provide digital campaigns and other investor relations activities on behalf of the Company. INN has been providing independent news and education to investors since 2007 at www.investingnews.com. The services may include news distribution and promotional content through email, social media and other digital channels to a targeted investor audience, including company profile, lead generation, content channels, press release syndication, news marketing, ads, notifications and interviews distributed across INN's channels and YouTube, and articles distributed through INN, NASDAQ feeds, and MSN Business Gold Outlook Report. The INN Service Agreement remains in effect for 12 months commencing on September 25, 2025 and ending on September 25, 2026 and will not automatically renew. In accordance with the terms and conditions of the INN Service Agreement and as consideration for the services provided by INN, the Company has agreed to provide INN with a cash fee of $163,000 plus applicable GST. INN and its principals are arm's length from the Company and do not have any interest, direct or indirect, in the Company or its securities nor do they have any right or intent to acquire such an interest. INN's business is located at 1200 - 736 Granville Street. Vancouver, BC, V6Z 1G3, Canada, and the email contact is info@investingnewsnetwork.com and its phone number is (604) 688-8231.
A service agreement dated August 6, 2025, and expected to launch mid-September 2025, has been executed by the Company with the Northern Miner Group ("Northern Miner"), a subsidiary of EarthLabs Inc. (the "Northern Miner Agreement"). Pursuant to the terms and conditions of the Northern Miner Service Agreement, Northern Miner has agreed to provide advertising services such as big box digital ads, email sponsorships on daily news digest and podcasts through digital channels such as the Northern Miner and MINING.com, for the Company. The Northern Miner Service Agreement remains in effect for 12 months ending on August 6, 2026 and will not automatically renew. In accordance with the terms and conditions of the Northern Miner Service Agreement and as consideration for the services provided by Northern Miner, the Company has agreed to provide Northern Miner with a cash fee of $55,000 plus applicable GST. Northern Miner and its principals are arm's length from the Company and do not have any interest, direct or indirect, in the Company or its securities nor do they have any right or intent to acquire such an interest. Northern Miner's business is located at 69 Yonge Street, Suite 200, Toronto, Ontario M5E 1K3, Canada, and the email contact is gfenrick@mining.com and its phone number is (604) 683-2037.
A service agreement dated July 3, 2025 has been executed by the Company with Milky Way Marketing Inc. and Blue Sun Productions Inc. ("BTV") (the "BTV Service Agreement"), a marketing and content agency. Pursuant to the terms and conditions of the BTV Service Agreement, BTV has agreed to provide the Company with a marketing and broadcast package that includes TV ad spots and fifty (50) BNN Bloomberg broadcasts, along with a stock ticker ad and newsletter eblast. BTV will provide its services for a period of approximately 6 weeks, which began on or around September 1, 2025. In accordance with the terms and conditions of the BTV Service Agreement and as consideration for the services provided by BTV, the Company has agreed to pay BTV a cash fee of $28,000 plus GST to be added where applicable. BTV and its principals are arm's length from the Company and do not have any interest, direct or indirect, in the Company or its securities nor do they have any right or intent to acquire such an interest. BTV's business is located at #17-19257B Enterprise Way, Surrey, BC, Canada. Its email contact is jessica@b-tv.com and its phone number is (604) 664-7401.
A service agreement dated August 18, 2025 and expected to launch Mid-September 2025 has been executed by the Company with AI Power Marketing Inc. ("Midas Letter") (the "Midas Letter Service Agreement"). Pursuant to the terms and conditions of the Midas Letter Service Agreement, Midas Letter has agreed to provide development, design, and hosting of a landing page, together with associated video production, publication, and digital marketing campaigns services to the Company in an effort to increase public awareness of the Company. The services may include facilitating the creation and distribution of marketing materials and paid advertisements, including production of a promotional video and its distribution through email and social media to a targeted investor audience. The Midas Letter Service Agreement remains in effect from August 18, 2025 for an indefinite term until completion of the services, unless terminated by mutual agreement of the parties upon ten days notice. In accordance with the terms and conditions of the Midas Letter Service Agreement and as consideration for the services provided by Midas Letter, the Company has agreed to provide Midas Letter with a cash fee of $50,000 plus applicable HST. Midas Letter and its principals are arm's length from the Company and do not have any interest, direct or indirect, in the Company or its securities nor do they have any right or intent to acquire such an interest. Midas Letter's business is located at 675 Cochrane Drive, East Tower 6th Floor, Markham, Ontario, L3R 0B8, Canada. Its email contact is jwest@midasletter.ca and its phone number is (905) 961-8789.
A service agreement dated August 11, 2025, and expected to launch mid-September 2025, has been executed by the Company with Dayani Capital Corp. ("Dayani") (the "Dayani Service Agreement"). Pursuant to the terms and conditions of the Dayani Service Agreement, Dayani has agreed to provide to provide certain investor relations and digital marketing services to the Company to increase public awareness of the Company. The services may include assisting with investor relations and digital marketing duties, as well as coordinating and disseminating news and information about the Company to the public and to the shareholders of the Company through digital channels such as Native, Push Notification, and Search Engine Marketing type of traffic/clicks to a targeted hosted landing page on Wallstreetlogic.com website owned and managed by the Contractor. The Dayani Service Agreement remains in effect from August 11, 2025 for an initial term of one month, or otherwise terminated by the Company by written notice at the end of the first month trial. In accordance with the terms and conditions of the Dayani Letter Service Agreement and as consideration for the services provided by Midas Letter, the Company has agreed to provide Midas Letter with a total cash fee of USD$50,000 plus applicable GST for a one-month trial. Dayani and its principals are arm's length from the Company and do not have any interest, direct or indirect, in the Company or its securities nor do they have any right or intent to acquire such an interest. Dayani's business is located at 550 - 800 West Pender Street, Vancouver, BC, V6C 1J8, Canada, its email contact is Mehran@danayi.co.
A service agreement dated September 4, 2025 and launched on September 9, 2025 has been executed by the Company with Krify Software Technologies Private Limited ("Krify") (the "Krify Service Agreement"). Pursuant to the terms and conditions of the Krify Service Agreement, Krify has agreed to provide a campaign that includes online investor targeting, including Google Ads, Meta Ads, website optimization and a landing page for the Precious Metals Summit in Beaver Creek in September of 2025. The Krify Service Agreement remains in effect to end of the Summit on September 12, 2025, and will not automatically renew. In accordance with the terms and conditions of the Krify Service Agreement and as consideration for the services provided by Krify, the Company has agreed to provide Krify with a cash fee of USD$19,000. Krify and its principals are arm's length from the Company and do not have any interest, direct or indirect, in the Company or its securities nor do they have any right or intent to acquire such an interest. Krify's business is located at 7-39, Ratan Towers, ADB Road, Thimmapuram, KAKINADA, EGDT, Andhra Pradesh Pin Code: 533005 India, and the email contact is sudha@krify.com and its phone number is (91) 912-122-7121.
Pursuant to the Engagements, there are no performance obligations contained in each agreement and none of the independent contractors and agencies named herein are subject to receive common shares, stock options or any form of equity in the Company as compensation.
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.
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 anticipated use of proceeds from the LIFE 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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