The gross proceeds from the LIFE offering will be used for the commissioning and restart of gold production at the Company’s wholly owned Beacon Gold Mine and Mill, as well as for operations at the Company’s Swanson Gold Project in Quebec and for general working capital purposes.
The Units will be offered for sale pursuant to the publicly traded issuer financing exemption under Part 5A of National Instrument 45-106 – Prospectus Exemptions, as amended by CSA Co-ordinated Overall 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 are not subject to a holding period under applicable Canadian securities laws. There is an offering document (the “Offer document“) in relation to the LIFE offer accessible under the Issuer’s profile at www.sedarplus.ca and on the company’s website at www.lafleurminerals.com. Potential investors should read this offering document before making any investment decision.
Flow-Through (FT) offering
The Company also plans to offer up to 2,500,000 Company flow-through units (the “FT units“) at a price of $0.60 per FT unit for gross receipts up to $1,500,000 (the “FT offer“). Each FT Unit will consist of one (1) ordinary share, to be issued as a “flow-through share” within the meaning of the Income Tax Act (Canada) and the Tax law (Quebec) (each, and “FT share“) and one (1) Warrant which will have the same terms and conditions as the Warrants included in the Units to be issued in the LIFE Offer.
The gross proceeds from the issuance and sale of the FT Units will be used for the Company’s Swanson Gold Project to incur “Canadian Exploration Expenses” as that term is defined in subsection 66.1(6) of the Income Tax Act (Canada) and will qualify as “flow-through mining expenditure” as defined in subsection 127(9) of the Income Tax Act (Canada) (or would qualify if the references to “before 2026” in paragraph (a) of the definition of “mining flow-through expenditure” in subsection 127(9) of the Tax law were read as “before 2027” and references in paragraphs (c) and (d) of that definition to “before April 2025” were read as “before April 2026”). The eligible expenses will be incurred on or before December 31, 2026, and will be relinquished to the subscribers with an effective date no later than December 31, 2025, in an aggregate amount not less than the gross proceeds from the issuance of the FT Shares.
All securities issued in connection with the FT offering will be subject to a statutory hold period of four months and one day from the date of issuance in accordance with applicable Canadian securities laws.
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 the FT Offering and such number of broker warrants (the “Warrants from brokers“) equal to 7.0% of the number of Units sold under the LIFE Offer and the FT Offer. Each Broker Warrant entitles the holder to purchase one common share at an exercise price equal to the offer price for a period of 24 months after the closing date.
The closing of the LIFE Offering and the FT Offering is expected to occur on or about December 31, 2025 (the “Closing date“), or such other earlier or later date as the Company may determine.
The Company continues to make progress in closing the previously announced private placement of gold-linked convertible notes announced on November 5, 2025, a financing that aims to raise up to C$7 million to finance the restart of the Company’s Beacon Gold Mill in Val d’Or, Quebec.
This press release does not constitute 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 any such jurisdiction. The securities referred to in this press release have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “US Securities Act”), and such securities may not be offered or sold within the United States or to, or for the account or benefit of, US persons absent an exemption from registration under the US Securities Act and applicable US state securities laws. “United States” and “U.S. Person” are as defined in Regulation S of the United States Securities Act.
About LaFleur Minerals Inc.
LaFleur Minerals Inc. (CSE: LFLR,OTC:LFLRF) (FSE: 3WK0) focuses 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 Swanson Gold Deposit and the Beacon Gold Mill at the resource stage, which have significant potential to deliver long-term value. The Swanson Gold Project covers approximately 18,304 hectares (183 km²).2) in size and includes several prospects rich in gold and critical metals previously held by Monarch Mining, Abcourt Mines and Globex Mining. LaFleur recently consolidated a large land parcel along a major structural fault that hosts the Swanson, Bartec and Jolin gold deposits and several other deposits that are part of the Swanson Gold Project. Easily accessible by road, the Swanson Gold Project offers direct access to several nearby gold mills, further increasing its development potential. Lafleur Mineral’s fully renovated and approved Beacon Gold Mill can process more than 750 tonnes per day and is being considered for mineralized material processing at Swanson and custom milling operations for other nearby gold projects.
ON BEHALF OF LaFleur Minerals INC.
LaFleur Minerals Inc.
1500-1055 West Georgia Street
Vancouver, BC V6E 4N7
Neither the Canadian Securities Exchange nor its Regulation Services Provider accepts responsibility for the adequacy or accuracy of this press release.
Cautionary Note Regarding “Forward-Looking” Information
This press release contains certain statements that may be deemed “forward-looking statements.” All statements in this new press release, other than statements of historical fact, that relate to 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”, “could”, “may”, “could” or “should” occur. Forward-looking statements in this press release include, without limitation, statements regarding the closing of the LIFE Offering and the FT Offering, and the expected use of proceeds from the LIFE Offering and the FT Offering. Although the Company believes that 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 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 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 assumes 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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