LaFleur Minerals Provides Supplemental Disclosure Related to BullRun Option Agreement

(TheNewswire)

VANCOUVER, B.C. – February 27, 2025– TheNewswire - LaFleur Minerals Inc. ( CSE: LFLR, OTCQB:LFLRF, Frankfurt : 3WK0 ) (“ LaFleur Minerals ”or the “ Company ”) is pleased to announce that ithas mailed its management information circular (the “ Circular ”) and related proxy materials to the Company’sshareholders (“ Shareholders ”) in connection with theCompany’s annual general and special meeting (the “ Meeting ”) to be held at 10:00 am (Pacific time) on March 7, 2025,at the offices of McMillan LLP, 1500 Royal Centre, 1055 West GeorgiaStreet, Vancouver, British Columbia V6E 4N7. At the Meeting,Shareholders will be asked to c onsider, and ifthought advisable, to pass, with or without variation, a specialresolution of disinterested Shareholders authorizing and approving theCompany’s acquisition of an exclusive option to acquire a 100%interest in and to certain mining claims and a mining lease located inthe Province of Québec (the “ Monarch Property ”), pursuant to the termsand conditions of an option agreement entered into between the Companyand BullRun Capital Inc. (“ BullRun ”) dated September 17, 2024 (the“ BullRun OptionAgreement ”).

The Company would like to supplement the disclosure inthe Circular with respect to the BullRun Option Agreement. Theprincipal and sole shareholder of BullRun, Kal Malhi, is a directorand former officer of the Company. BullRun originally acquired theMonarch Property in February 2024 for aggregate cash consideration of$350,000 through Companies’Creditors Arrangement Act proceedings(“ CCAAProceedings ”). At the time BullRun acquiredthe Monarch Property in February 2024, the board of directors of theCompany (the “ Board ”), with the exception of Mr. Malhi,was unaware that the Monarch Property was for sale as a result of theCCAA Proceedings nor were such Board members aware of BullRun’sparticipation in such proceedings or the price that BullRun planned topay at the time of the initial purchase. Nonetheless, the Companywould not have satisfied the CCAA qualification criteria which requirethat potential purchasers provide a cash deposit of 10% of thepurchase price and evidence of the financial resources to complete thepurchase in the event a potential purchaser’s bid is successful. TheCompany would not have satisfied the CCAA qualification criteria inpart due to the fact that the Company had limited resource with totalassets equal to $155,105 as at December 31, 2023. Further, in February 2024, the Company was engaged in lithiumexploration opposed to gold, and therefore was not in the market fornor looking to acquire gold properties.

Subsequent to BullRun’s acquisition of the MonarchProperty, Mr. Malhi identified the Monarch Property as a potentialasset of interest for the Company. Mr. Malhi, on behalf of BullRun,and Mr. Teniere (Chief Executive Officer of the Company), on behalf ofthe Company, negotiated the terms of the BullRun Option Agreement. Mr.Teniere and Mr. Malhi determined the consideration to be paid pursuantto the BullRun Option Agreement in the context of the market and basedon comparable acquisitions for similar mineral properties in Quebec.The parties also considered the increase in gold prices and increasinginterest from third parties to acquire gold mineral properties inCanada. Though the purchase price paid by BullRun for its acquisitionof the Monarch Property is significantly less than the considerationto be paid by the Company if it elects to exercise the option toacquire the Monarch Property, the Company believes that the February2024 purchase price was well below the market value of such claimsbecause they were stranded assets that were the subject of bankruptcyproceedings. Additionally, from February 2024 to the date the BullRunOption Agreement was executed the price of gold increasedsignificantly. Further, the Company obtained a NI 43-101 TechnicalReport on the Swanson Property, which includes the MonarchProperty, which included an updated Mineral Resource Estimate whichthe Company believes significantly increases the value of the MonarchProperty.

As further described in the Circular, the Company alsoengaged Evans & Evans, Inc. to provide a valuation report titled“ Comprehensive ValuationReport on Certain Mining Claims – Monarch Claims and MalhiClaims ” (the “ Valuation Report ”).Mr. Teniere received drafts of the Valuation Report which were sharedwith Mr. Malhi. On behalf of BullRun, Mr. Malhi received drafts of theExhibits to the Valuation Report on September 3,2024, and a draft of the Valuation Report itself on September 27,2024. The Valuation Report refers to “Malhi Claims” (separate fromthe claims comprising the Monarch Property held by BullRun) and statesthat the Malhi Claims will be included in the transfer of the claimscurrently held by BullRun as part of the proposed transaction.However, the transfer of the Malhi Claims has not yet been agreed uponor documented. The Company’s intention is to acquire the MalhiClaims shortly after obtaining shareholder approval for the BullRunOption Agreement and the transactions contemplated therein. Thetransfer of the Malhi Claims was not a part of the negotiation of theBullRun Option Agreement and the consideration to be paid to Mr. Malhifor the Malhi Claims has not yet been determined.

The Company did not hold any Board meetings withrespect to the negotiation or approval of the BullRun OptionAgreement. Once Mr. Teniere and Mr. Malhi had agreed on the terms ofthe BullRun Option Agreement, Mr. Teniere brought the potentialtransaction to the independent Board members for their consideration.Each independent Board member indicated to Mr. Teniere that they werein favour of the BullRun Option Agreement prior to its execution. TheBoard then passed a written resolution effective October 7, 2024,approving the BullRun Option Agreement and the transactionscontemplated therein. Mr. Malhi declared his interest in the BullRunOption Agreement and abstained from voting on the resolution. TheCompany would also like to clarify that while the Circular refers toMichael Kelly as a “Partner” at BullRun, and while Mr. Kelly has“partnered” with BullRun and Kal Malhi on various projects in thepast, he is independent and at arm’s length from BullRun and Mr.Malhi. Therefore Mr. Kelly voted on the Board resolution with respectto the BullRun Option Agreement and the votes attached to the sharesheld by Mr. Kelly are not required to be excluded from the majority ofthe minority vote required under Multilateral Instrument 61-101 – Protection of MinoritySecurity Holders in Special Transactions (“ MI61-101 ”).

The Board did not retain independent legal advisors nordid it form a special committee in connection with the BullRun OptionAgreement. Given the Company’s limited cash, as well as the size ofthe transaction, the Board determined it was in the best interests ofthe Company to proceed without independent counsel. Further, among theBoard’s primary concerns was ensuring compliance with MI 61-101, andgiven that legal counsel to the Company was preparing the Circular inconnection with the BullRun Option Agreement, the Board believed thedisclosure required by MI 61-101 would be included in the Circular. The Board determined not to formally establish a special committeeof independent directors with respect to the BullRun Option Agreementbecause the sole interested director was Mr. Malhi. Mr. Malhi recusedhimself from Board discussions related to the BullRun OptionAgreement, and therefore the Board did not believe forming a separatespecial committee was necessary in this instance.

The Board considered alternatives to the BullRun OptionAgreement, including, but not limited to, maintaining the status quoor seeking other transactions that would enhance value to minorityshareholders. More specifically, the Company reviewed the potentialacquisition of other gold properties, but ultimately the Company’smanagement and independent Board determined that the BullRun OptionAgreement was the best option available to the Company and thatproceeding with the BullRun Option Agreement was in the best interestsof the Company and its minority shareholders.

Though there have been significant increases in goldprices and demand for gold mineral properties, both the Company andBullRun continue to be satisfied with the terms of the BullRun OptionAgreement. The consideration payable to BullRunCapital pursuant to the BullRun Option Agreement consists of cash,common shares in the capital of the Company (“ Shares ”),exploration expenditures, a gross metals royalty(“ GMR ”), and certain contingent Share issuances (the“ ContingentShares ”). When considering the value of thetotal consideration, the Board puts nominal value on the GMR and theContingent Shares because the Board believes it is unlikely that itwill be required to pay any funds in connection with the GMR or issuethe Contingent Shares. The various Shareissuances and cash payments for the exercise of the option requirethat the Company meet specific deadlines, some of which deadlinescannot be met pending the minority shareholder vote. The Company and BullRun have not entered into an amendingagreement with respect to the BullRun Option Agreement. At the time ofexecuting the BullRun Option Agreement the parties understood it wouldbe subject to obtaining approval from the Company’s shareholders,and therefore the parties are under the mutual understanding that theShare issuance and cash payments contemplated in Section 4.1(a)(i) and4.1(b)(i) of the BullRun Option Agreement will be completed as soon aspracticable following the receipt of shareholder approval.

In an effort to facilitate the dissemination ofinformation to, and the exercise of voting rights by, the Company’sshareholders , the Company has opted to waive theproxy deadline for the Meeting and will accept proxies up until thestart date of the Meeting. For any additionalquestions pertaining to the BullRun Option Agreement, please reach outto the Company at info@lafleurminerals.com .

Stock Option Grant

The Company is also pleased to announce that it hasgranted a total of 1,500,000 stock options (“ Options ”) topurchase common shares of the Company to certain directors andconsultants pursuant to the Company’s Stock Option Plan. SuchOptions are exercisable into common shares of the Company at anexercise price of $0.30 per common share for a period of two yearsfrom the date of grant. The Options vested on issuance.

About LaFleur Minerals Inc.

LaFleur Minerals Inc. (CSE: LFLR, OTCQB: LFLRF, FRANKFURT: 3WK0 ) is focused on thedevelopment of district-scale gold Deposits in the Abitibi Gold Beltnear Val-d'Or, Québec. Our mission is to advance mining Deposits witha laser focus on our resource-stage Swanson Gold Deposit and theBeacon Gold Mill and Property, which have significant potential todeliver long-term value. The Swanson Gold Deposit is over 15,000hectares (150 km 2 ) in size and includes several prospects richin gold and critical metals previously held by Monarch Mining, AbcourtMines, and Globex Mining. LaFleur has recently consolidated a largeland package along a major structural break that hosts the Swanson,Bartec, and Jolin gold deposits and several other showings that makeup the Swanson Gold Deposit. The Swanson Gold Deposit is easilyaccessible by road with a rail line running through the propertyallowing direct access to several nearby gold mills, further enhancingits development potential. Lafleur Minerals’ fully-refurbished andpermitted Beacon Gold Mill is capable of processing over 750 tonnesper day and is being considered for processing mineralized material atSwanson and for custom milling operations for other nearby goldDeposits.

ON BEHALF OF LAFLEUR MINERALSINC.

Paul Ténière, P.Geo.
Chief Executive Officer
E: info@lafleurminerals.com

LaFleur Minerals Inc.

1500-1055 West Georgia Street

Vancouver, BC V6E 4N7

Neither theCanadian Securities Exchange nor its Regulation Services Provideraccepts responsibility for the adequacy or accuracy of this newsrelease.

Cautionary Statement Regarding “Forward-Looking” Information

This news release includes certainstatements that may be deemed “forward-looking statements”.Forward-looking statements in this news release include, but are notlimited to, statements about the Offering and the Company'sexpectations with respect to the foregoing. Factors that could causefuture results to differ materially from those anticipated inforward-looking statements in this news release include the taxtreatment of the FT Shares. All statements in this new release, otherthan statements of historical facts, that address events ordevelopments that the Company expects to occur, are forward-lookingstatements. Forward-looking statements are statements that are nothistorical facts and are generally, but not always, identified by thewords “expects”, “plans”, “anticipates”, “believes”,“intends”, “estimates”, “projects”, “potential” andsimilar expressions, or that events or conditions “will”,“would”, “may”, “could” or “should” occur. Althoughthe Company believes the expectations expressed in suchforward-looking statements are based on reasonable assumptions, suchstatements are not guarantees of future performance and actual resultsmay differ materially from those in the forward-looking statements.Factors that could cause the actual results to differ materially fromthose in forward-looking statements include market prices, continuedavailability of capital and financing, political and regulatory risksassociated with mining and exploration, risks related to environmentalregulation and liability. the potential for delays in exploration ordevelopment activities or the completion of feasibility studies, risksand uncertainties relating to the interpretation of drill results, thegeology, grade and continuity of mineral deposits, risks related tothe inherent uncertainty of production and cost estimates and thepotential for unexpected costs and expenses, results of prefeasibilityand feasibility studies, the possibility that future exploration,development or mining results will not be consistent with theCompany’s expectations, and general economic, market or businessconditions. Investors are cautioned that any such statements are notguarantees of future performance and actual results or developmentsmay differ materially from those projected in the forward-lookingstatements. Forward-looking statements are based on the beliefs,estimates and opinions of the Company’s management on the date thestatements are made. Except as required by applicable securities laws,the Company undertakes no obligation to update these forward-lookingstatements in the event that management's beliefs, estimates oropinions, or other factors, should change.

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