LaFleur Announces Upsize of Bought Deal Equity Offerings for Gross Proceeds of C$10 Million
LEGAL_49626816.3
LaFleur Announces Upsize of Bought Deal Equity Offerings for Gross Proceeds of
C$10 Million
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE
UNITED STATES
VANCOUVER, BC – May 27, 2026, LaFleur Minerals Inc. (CSE: LFLR; OTCQB: LFLRF, FSE: 3WK0) (“LaFleur”
or the “Company”) is pleased to announce that due to significant investor demand, the Company and Red
Cloud Securities Inc. (“Red Cloud”), 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 C$8,000,000 to C$10,000,000 (C$11,500,000 in aggregate gross proceeds assuming the Over-
Allotment Option (as defined herein) and Underwriter’s 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 (the
“Underwritten Public Offering”):
• units of the Company (each, a “ Unit”) at a price of C$0. 50 per Unit (the “Unit Price”), subject to
the minimum sale of 10,000,000 Units for minimum gross proceeds of C$5,000,000 from the sale
of Units; and
• flow-through units of the Company (each, a “Charity FT Unit”) at a price of C$0.68 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 (a “Unit Share”) and (ii) one common share
purchase warrant of the Company (each, a “ Unit Warrant”). Each Charity FT Unit will consist of (i) one
common share of the Company (each, a “Charity FT Share”) and (ii) one common share purchase warrant
of the Company (each, a “ Charity FT Warrant ”). 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) (the “Income Tax Act”). 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 (each, a
“Warrant Share”) at a price of C$0. 75 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 (the “Over-Allotment Option ”, and together with the
Underwritten Public Offering, the “ Public Offering”), 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% of the number of Public Offering Securities sold
2
LEGAL_49626816.3
pursuant to the Underwritten Public Offering at their respective offering prices to cover over allotments,
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 (the “ Underwritten
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 (each, a “ FT Unit”) at a price of
C$0.57 per FT Unit (the “FT Unit Price”). Each FT Unit will consist of (i) one common share of the Company
(each, a “FT Share”) and (ii) one common share purchase warrant (each, a “ FT 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 C$0.75 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% of the FT Units issued pursuant to the Underwritten Private Placement at
the FT Unit Price (the “Underwriter’s Option”). 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 Offering s will be used by the Company for the commissioning and restart of
gold production operations at the Company’s wholly-owned Beacon Gold Mine, exploration programs on
the Company’s Swanson Gold Project in Québec 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 (the “ Qualifying Expenditures ”) related to the Company’s
Swanson Gold Project on or before December 31, 2027. All Qualifying Expenditures will be renounced in
favour of the subscribers of the FT Units and Charity FT Units effective December 31, 2026.
In connection with the Public Offering, the Company intends to file a prospectus supplement (the
“Supplement”) to the Company’s short form base shelf prospectus dated May 21 , 202 6 (the “ Shelf
Prospectus”), 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 United States Securities Act of 1933, as amended (the “ U.S.
Securities Act ”) 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, On tario and Qu ébec. 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
3
LEGAL_49626816.3
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+ at www.sedarplus.ca. Delivery of the Base Shelf Prospectus and the
Prospectus Supplement and any amendments thereto will be sa tisfied 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+
at www.sedarplus.ca before making an investment decision.
The closing of the Offerings is expected to occur on or around June 9, 2026 (the “Closing Date”), 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.
This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be
any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be
unlawful, including any of the securities in the United States of America. The securities referred to in this
news release have not been, and will not be, registered under the U.S. Securities Act or any U.S. state
securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of,
U.S. persons, absent registration or any applicable exemption from the registration requirements of the
U.S. Securities Act and applicable U.S. state securities laws.
About LaFleur Minerals Inc.
LaFleur Minerals Inc. (CSE: LFLR, OTCQB: LFLRF, FSE: 3WK0) is focused on the development of district -
scale gold projects in the Abitibi Gold Belt near Val -d'Or, Québec. The Company’s mission is to advance
mining projects with a laser focus on our PEA-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 km 2) 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 (“PEA”) 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).
ON BEHALF OF LAFLEUR MINERALS INC.
4
LEGAL_49626816.3
Paul Ténière, M.Sc., P.Geo.
Chief Executive Officer & Director
T: 1(604) 805-4602
LaFleur Minerals Inc.
1500-1055 West Georgia Street
Vancouver, BC V6E 4N7
Website: www.lafleurminerals.com | LinkedIn | Twitter/X | Instagram
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, but are not limited to, statements regarding the
expected size of the Offerings, the anticipated timing of closing the Offerings, the ability of the Company
to satisfy all conditions to closing the Offerings, and the expected use of proceeds from the Offerings.
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. Investor s 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, estimate s 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.