Mr. Paul Teniere reports
LAFLEUR ANNOUNCES UPSIZE OF BOUGHT DEAL EQUITY OFFERINGS FOR GROSS PROCEEDS OF C$10 MILLION
Due to significant investor demand, Lafleur Minerals Inc. and Red Cloud Securities Inc., as sole underwriter and bookrunner, have entered into an agreement to increase the aggregate gross proceeds of the company's previously announced offerings (as defined herein) from $8-million to $10-million ($11.5-million in aggregate gross proceeds assuming the overallotment option (as defined herein) and underwriter option (as defined herein) are exercised in full).
As previously announced, Red Cloud has agreed to purchase, with the right to arrange for substitute purchasers to purchase, the following in connection with a bought deal public offering:
- Units of the company at a price of 50 cents per unit, subject to the minimum sale of 10 million units for minimum gross proceeds of $5-million from the sale of units; and
- Flow-through units of the company at a price of 68 cents per charity FT unit.
The units and charity FT units shall collectively be referred to as the public offering securities.
Each unit will consist of: (i) one common share of the company; and (ii) one common share purchase warrant of the company. Each charity FT unit will consist of: (i) one common share of the company; and (ii) one common share purchase warrant of the company. Each charity FT share and each charity FT warrant comprising a charity FT unit will qualify as a flow-through share within the meaning of Subsection 66(15) of the Income Tax Act (Canada). Each unit warrant and charity FT warrant shall entitle the holder to purchase one common share of the company on a non-flow-through basis at a price of 75 cents at any time on or before that date which is 36 months after the closing date (as defined below).
The company has granted Red Cloud an option, exercisable, in whole or in part, at any time for a period of up to 30 days after and including the closing date, to purchase for resale the number of additional public offering securities equal to up to 15 per cent of the number of public offering securities sold pursuant to the underwritten public offering at their respective offering prices to cover overallotments, if any, and for market stabilization purposes.
Concurrently with the underwritten public offering, the company has engaged Red Cloud to act as sole underwriter and bookrunner in connection with a bought deal private placement, pursuant to which Red Cloud has agreed to purchase, with the right to arrange for substitute purchasers to purchase, flow-through units of the company at a price of 57 cents per FT unit. Each FT unit will consist of: (i) one common share of the company; and (ii) one common share purchase warrant. Each FT share and each FT warrant comprising a FT unit will qualify as a flow-through share within the meaning of Subsection 66(15) of the Income Tax Act. Each FT warrant shall entitle the holder to purchase one warrant share at a price of 75 cents at any time on or before that date which is 36 months after the closing date.
The company also grants Red Cloud an option, exercisable in full or in part up to 48 hours prior to the closing of the underwritten private placement, to purchase for resale up to that number of additional FT units that is equal to up to 15 per cent of the FT units issued pursuant to the underwritten private placement at the FT unit price. The underwritten private placement and the FT units issuable upon exercise of the underwriter's option shall be collectively referred to as the private placement. The public offering and the private placement shall collectively be referred to as the offerings.
The net proceeds from the offerings will be used by the company for the commissioning and restart of gold production operations at the company's wholly owned Beacon gold mine and exploration programs on the company's Swanson gold project in Quebec, as well as for working capital and general corporate purposes.
The gross proceeds from the sale of charity FT units and FT units will be used by the company to incur eligible Canadian exploration expenses that qualify as flow-through mining expenditures as such terms are defined in the Income Tax Act related to the company's Swanson gold project on or before Dec. 31, 2027. All qualifying expenditures will be renounced in favour of the subscribers of the FT units and charity FT units, effective Dec. 31, 2026.
In connection with the public offering, the company intends to file a prospectus supplement to the company's short form base shelf prospectus dated May 21, 2026, to qualify the distribution of the public offering securities, with the securities regulatory authorities in the provinces of British Columbia, Alberta, Saskatchewan, Manitoba and Ontario. The units may also be sold in the United States on a private placement basis pursuant to one or more exemptions from the registration requirements of the U.S. Securities Act of 1933, as amended, and in such other jurisdictions outside of Canada and the United States, as may be approved by the company, in each case in accordance with all applicable laws provided that no prospectus, registration statement or similar document is required to be filed in such jurisdiction.
The FT units will be offered by way of the accredited investor and minimum amount investment exemptions under National Instrument 45-106 (Prospectus Exemptions) in the provinces of British Columbia, Alberta, Manitoba, Saskatchewan, Ontario and Quebec. The securities issuable from the sale of FT units will be subject to a hold period in Canada ending on the date that is four months plus one day following the closing date as defined in Subsection 2.5(2) of National Instrument 45-102 (Resale of Securities).
Copies of the applicable offering documents, when available, can be obtained free of charge under the company's profile on SEDAR+. Delivery of the base shelf prospectus and the prospectus supplement and any amendments thereto will be satisfied in accordance with the access equals delivery provisions of applicable Canadian securities legislation.
The base shelf prospectus and the prospectus supplement will contain important detailed information about the company and the public offering. Prospective investors should read the prospectus supplement and the accompanying base shelf prospectus and the other documents the company has filed on SEDAR+ before making an investment decision.
The closing of the offerings is expected to occur on or around June 9, 2026, or on such date as agreed upon between the company and Red Cloud. Completion of the offerings is subject to certain conditions, including, but not limited to, the receipt of all necessary regulatory approvals, including the approval of the Canadian Securities Exchange and the entering into underwriting agreements among the company and Red Cloud.
About Lafleur Minerals Inc.
Lafleur is focused on the development of district-scale gold projects in the Abitibi gold belt near Val d'Or, Que. The company's mission is to advance mining projects with a laser focus on its preliminary-economic-assessment-stage Swanson gold project and the Beacon gold mill, which have significant potential to deliver long-term value. The Swanson gold project is approximately 19,214 hectares (192 square kilometres) in size, and includes several prospects rich in gold and critical metals previously held by Monarch Mining, Abcourt Mines and Globex Mining. Lafleur has 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 Minerals' recently refurbished Beacon gold mill is capable of processing over 750 tonnes per day and is being considered for processing mineralized material from Swanson and for custom milling operations for other nearby gold projects. Lafleur recently released the results of a positive preliminary economic assessment results for the company's Swanson gold project and the planned restart of the Beacon gold mill (refer to press release dated March 3, 2026).
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