Star Metro - LaFleur Announces Bought Deal Equity Offerings for Gross Proceeds of C$8 Million

VANCOUVER, BC / ACCESS Newswire / May 26, 2026 / LaFleur Minerals Inc. (CSE:LFLR)(OTCQB:LFLRF)(FSE:3WK0) ("LaFleur" or the "Company") is pleased to announce that it has entered into an agreement with Red Cloud Securities Inc. ("Red Cloud"), as sole underwriter and bookrunner, pursuant to which Red Cloud has agreed to purchase for resale 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 to be sold to charitable purchasers (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 (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 (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 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 for resale 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".

An aggregate of C$8,000,000 in gross proceeds will be raised from the Underwritten Public Offering and Underwritten Private Placement (C$9,200,000 in aggregate gross proceeds assuming the Over-Allotment Option and Underwriter's Option are exercised in full).

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, 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, 2026 (the "Shelf Prospectus"), with the securities regulatory authorities in each of the provinces and territories of Canada (except Québec). 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, 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 Québec. 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 Multilateral 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 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+ 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 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 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.

Paul Ténière, M.Sc., P.Geo.
Chief Executive Officer & Director
E: [email protected]
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. 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.

SOURCE: LaFleur Minerals Inc.

View the original press release on ACCESS Newswire

J.Campbell--SMC