LaFleur Minerals Announces Brokered Private Placement of Gold-Linked Convertible Notes to Finance Restart of Gold Production at Beacon Gold Mill

Rhea-AI Summary

LaFleur Minerals (OTCQB:LFLRF) launched a brokered private placement of gold-linked convertible notes to raise a minimum of $4.0M and up to $7.0M. Proceeds will fund general corporate purposes and operations, equipment and other costs to restart the Beacon Gold Mill near Val d'Or, Québec.

Key terms: unsecured notes convertible into common shares at $0.80 per share; 12% annual interest payable semi-annually; maturity on or about November 30, 2028; scheduled principal reductions from Jan 1, 2027 through final payment on Nov 30, 2028. A Gold Premium may be paid on each principal payment date tied to the London gold fix above USD $4,000 per ounce.

The Agent, FMI Securities, will receive a cash fee of 7% (4% for President's List) of gross proceeds and broker warrants equal to 7% (4% for President's List) of notes sold; Agent may upsize by $750,000. Securities subject to a 4-month+1-day hold period. Technical info approved by a NI 43-101 Qualified Person.

Positive

• Financing sized at $4.0M–$7.0M to fund Beacon Gold Mill restart
• Notes convertible to equity at $0.80, offering optional conversion for holders
• Structured principal reduction schedule from Jan 1, 2027 to Nov 30, 2028

Negative

• Notes bear a high cash cost of 12% per annum interest
• Agent fee and broker warrant program equal to 7% of proceeds, dilutive to shareholders
• Notes are unsecured, offering no collateral protection to investors

Vancouver, British Columbia--(Newsfile Corp. - November 5, 2025) - LaFleur Minerals Inc. (CSE: LFLR) (OTCQB: LFLRF) (FSE: 3WK0) ("LaFleur Minerals" or the "Company") is pleased to announce the launch of a brokered private placement of gold-linked convertible notes with a minimum principal amount of $4,000,000 and up to a maximum principal amount of $7,000,000 (the "Gold-Linked Note Financing"). Proceeds from the Gold-Linked Note Financing will be used for general corporate purposes as well as operations, equipment and other expenses related to the restart of the Company's Beacon Gold Mill, a wholly-owned project with mine, mill and tailings pond located near Val d'Or, Québec, in Canada's prolific Abitibi greenstone belt. Additional details on the Gold-Linked Note Financing are included below.

Gold Linked Note Financing:

• The Notes represent an unsecured obligation of the Company, and each Note may be converted, at the option of the holder, into common shares in the capital of the Company ("Common Shares") at a price of $0.80 per Common Share.

• The Notes bear interest at a rate of 12% per annum on the aggregate principal amount of the Notes, calculated and payable semi-annually. The Notes will mature on or around November 30, 2028.

• The principal amount of Notes outstanding will be reduced by the Company on an annual basis on an annual basis (the "Principal Payment Dates"), commencing on January 1, 2027, and ending with the final payment on November 30, 2028.

• On each Principal Payment Date, the Company will also pay a premium equal to the "Gold Premium", being, with respect to any Principal Payment Date, an amount equal to (a) the number of Deposited Ounces to be delivered into escrow in respect of the quarter ending on such date, multiplied by (b) the amount, if any, by which the current gold price (the "London Gold Fix" price per ounce (in U.S. dollars) as of the 15th day of the month of such Principal Payment Date) exceeds USD$4,000.

• FMI Securities Inc. (the "Agent") will be lead agent and sole bookrunner for the Gold-Linked Note Financing. In connection with the Gold-Linked Note Financing, and pursuant to the terms of an agency agreement to be entered into between the Company and the Agent, the Company will:
  
  
  • pay the Agent a cash fee equal to seven percent (7.0%) (reduced to four percent (4.0%) for any President's List purchasers) of the gross proceeds from the sale of Notes, including any Notes sold pursuant to the Agents Option (defined herein); and
    
    
  • issue the Agent broker warrants (the "Broker Warrants") equal to seven percent (7.0%) (reduced to four percent (4.0%) for any President's List purchasers) of the number of Notes sold in the Gold-Linked Note Financing. The Broker Warrants shall have an exercise price equal to $0.80 and will be exercisable for a period of two (2) years from the date of issuance.

• The Agent will have the option (the "Agents Option") to sell up to an additional $750,000 of the Notes, exercisable, in whole or in part, at any time up to 48 hours prior to the closing of the Gold-Linked Note Financing to cover over-allotments, if any.

All securities issued in connection with the Gold-Linked Note Financing will be subject to a statutory hold period of four months and one day following the date of issuance in accordance with applicable Canadian securities laws.

This press release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

QUALIFIED PERSON STATEMENT

All scientific and technical information contained in this news release has been prepared and approved by Louis Martin, P.Geo. (OGQ), Exploration Manager and Technical Advisor of the Company and considered a Qualified Person (QP) for the purposes of NI 43-101.

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. Our mission is to advance mining projects with a laser focus on our resource-stage Swanson Gold Project 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 Minerals' 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.

ON BEHALF OF LAFLEUR MINERALS INC.
Paul Ténière, M.Sc., P.Geo.
Chief Executive Officer
E: info@lafleurminerals.com
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 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 Offering and anticipated use of proceeds therefrom. 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.

Not for distribution to the United States newswire services or for dissemination in the United States

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/273231

FAQ

What size financing did LaFleur Minerals (OTCQB:LFLRF) announce on November 5, 2025?

LaFleur announced a brokered gold-linked note financing for a minimum of $4.0M and up to $7.0M.

How do the LaFleur notes convert into LFLRF common shares?

Each note is convertible, at the holder's option, into common shares at a fixed price of $0.80 per share.

What interest rate, maturity and principal schedule apply to the LaFleur convertible notes?

The notes pay 12% per year (semi-annual payments), mature on or about Nov 30, 2028, with annual principal reductions starting Jan 1, 2027 and final payment on Nov 30, 2028.

How will LaFleur use proceeds from the gold-linked note financing (LFLRF)?

Proceeds will be used for general corporate purposes and to fund operations, equipment and other expenses to restart the Beacon Gold Mill.

What is the "Gold Premium" in LaFleur's note financing and when is it paid?

On each principal payment date the company pays a Gold Premium equal to deposited ounces times the amount the London gold fix exceeds USD $4,000 per ounce.

What fees and securities are payable to the agent for the LFLRF financing?

The agent receives a cash fee of 7% of gross proceeds (4% for President's List purchasers) and broker warrants equal to 7% (4% for President's List) of notes sold; agent may sell up to an additional $750,000.