Leocor Mining Inc. Initiates $2.5 Million Rights Offering to Support Exploration Efforts

Rights Offering Structure and Subscription Pricing

Leocor Mining Inc. has structured the rights offering to provide existing shareholders a direct opportunity to participate at a fixed subscription price. The company will issue 249,795,252 rights to shareholders holding common shares as of the record date, July 24, 2026. Each right allows the subscription for one common share at $0.01 per share.

Pricing complies with Canadian Securities Exchange regulations, which require a discounted subscription price to incentivize shareholder participation. If fully subscribed, the company’s total shares outstanding will reach 499,590,504, with the new shares representing 50% of the company’s total capitalization post-offering.

Backstop Agreement and Standby Guarantor Commitments

To secure a minimum capital raise, Leocor has entered a standby guaranty agreement with Game 7 Investments Inc. and Zimtu Capital Corp. These guarantors have committed to purchase shares as needed to ensure gross proceeds of at least $1,500,000, up to a maximum of 150,000,000 shares. This backstop only activates if shareholder subscriptions fall below the $1,500,000 threshold.

Currently, the standby guarantors hold 31,570,750 shares, representing 12.64% of the company’s issued and outstanding shares. If they fully exercise their rights under both the standby guaranty and basic subscription, their holdings would total 63,141,500 shares, maintaining their 12.64% ownership post-offering, reflecting the pro-rata nature of their participation.

Compensation for Standby Guarantors

As compensation for the standby guaranty, Leocor will pay each guarantor a cash fee of $75,000, equal to 10% of the standby guarantee amount. Additionally, non-transferable bonus share purchase warrants will be issued, allowing the purchase of up to 15,000,000 shares collectively at an exercise price of $0.05 per share, exercisable for five years following the offering’s expiry.

The warrant structure offers potential upside if the company’s share price rises during the five-year term. The non-transferable nature restricts resale, limiting warrants to the original recipients.

Offering Timeline and Rights Expiration

The rights offering is expected to begin on July 29, 2026, with rights expiring at 2:00 p.m. Pacific time on or about August 20, 2026. Unexercised rights will become void after expiration. Computershare Investor Services Inc. will act as rights agent, handling subscription forms and payments from registered shareholders.

Closing is anticipated on or before August 22, 2026, providing shareholders approximately three weeks to evaluate and exercise their rights. Registered shareholders must submit subscription forms directly to the rights agent, while those holding shares through intermediaries will receive instructions from their brokers or financial institutions.

Eligible Jurisdictions and Geographic Limitations

The offering is available to shareholders residing in all Canadian provinces and territories except Quebec, and in jurisdictions outside Canada and the U.S. that provide a prospectus exemption comparable to Canada’s or do not require regulatory filings. Quebec and U.S. jurisdictions are excluded due to regulatory restrictions and Canadian Securities Exchange rules.

Rights statements and subscription forms will not be mailed to shareholders outside eligible regions unless eligibility is confirmed. After August 13, 2026, rights held by ineligible shareholders will be held by the rights agent and will expire worthless at offering close.

Subscription Privileges and Pro-Rata Oversubscription Rights

Shareholders who fully exercise their basic subscription rights may apply for additional shares on a pro-rata basis if shares remain unsubscribed due to unexercised rights. This oversubscription option allows increased participation subject to availability and conditions detailed in the rights offering circular.

Details on pro-rata oversubscription will be included in the rights offering circular dated July 21, 2026, filed on SEDAR+ at www.sedarplus.ca under Leocor Mining’s profile. The circular will outline all terms, conditions, and procedures for exercising rights and applying for additional shares.

Use of Funds and Corporate Strategy

Proceeds from the rights offering are intended to finance Leocor Mining’s exploration programs and general administrative expenses. Based in British Columbia, Leocor focuses on acquiring and exploring precious metal projects, primarily in Atlantic Canada. The company holds several gold-copper projects in the Baie Verte Mining District through ownership and earn-in agreements.

Its exploration portfolio includes the Dorset, Dorset Extension, Copper Creek, and Five Mile Brook projects, forming a contiguous corridor of about 2,000 hectares. Funds raised will support ongoing exploration activities as the company pursues precious metals discoveries.

Compliance with U.S. Securities Laws

Leocor confirms that the rights and underlying shares are not registered under the U.S. Securities Act of 1933 or any U.S. state securities laws. The offering does not constitute an offer or solicitation within the United States, and rights may not be offered, sold, or exercised in the U.S. or for the benefit of U.S. persons as defined by Regulation S.

This approach aligns with standard practices for Canadian junior mining companies conducting equity financings, ensuring compliance with cross-border regulations and protecting all parties involved.

Forward-Looking Statements and Associated Risks

The announcement includes forward-looking statements about the rights offering’s completion, use of proceeds, and expected benefits. These statements are based on current estimates and assumptions but are subject to risks, uncertainties, and factors that could cause actual outcomes to differ materially.

Risks include general business, economic, competitive, political, and social uncertainties, as well as the speculative nature of mineral exploration. Additional risks are detailed in the company’s public filings on SEDAR+. Leocor disclaims any obligation to update forward-looking statements except as required by law.