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Mayo Lake Minerals Inc. (CSE: MLKM) has unveiled a non-brokered private placement aiming to raise between $1,600,000 and $1,890,000 in gross proceeds through the issuance of common share units and flow-through units. The financing is expected to close on or about August 14, 2026, coinciding with a three-for-one share consolidation designed to optimize the company’s capital structure ahead of an intensive exploration campaign in Yukon’s Tombstone Gold Belt.
Key Highlights
- Mayo Lake Minerals Inc. (CSE: MLKM) is conducting a non-brokered private placement targeting gross proceeds between $1,600,000 and $1,890,000.
- The offering features common share units priced at $0.08 each (with a minimum sale of 6,250,000 units) and flow-through units at $0.105 each, both accompanied by purchase warrants.
- The financing is set to close on August 14, 2026, the same date as a one-for-three share consolidation reducing outstanding shares from about 117,626,370 to approximately 39,208,790.
- Net proceeds from common share units will fund exploration on the company’s gold and silver properties in the Mayo-Keno region, while flow-through proceeds are allocated to Canadian exploration expenses by December 31, 2027.
Structure of the Non-Brokered Private Placement
Mayo Lake Minerals structured the offering to appeal to two investor groups through distinct security types. Common share units are priced at $0.08 each, comprising one common share and one common share purchase warrant exercisable at CAD$0.12 per share for 36 months post-issuance. A minimum of 6,250,000 common share units must be sold under this component.
Flow-through units are priced at $0.105 each, including one flow-through share and one warrant exercisable at $0.14 per share over 36 months. Both warrant types contain acceleration clauses: if the volume-weighted average price of common shares exceeds CAD$0.20 for 21 consecutive trading days on the Canadian Securities Exchange or another Canadian exchange, the warrant exercise period may be shortened to 30 business days following a press release announcing the change.
Regulatory Compliance and Investor Eligibility
The securities are offered under the listed issuer financing exemption per Part 5A of National Instrument 45-106, as amended by Coordinated Blanket Order 45-935. This allows Mayo Lake Minerals to distribute units across Canadian provinces except Quebec without a prospectus, granting eligible purchasers immediately freely tradeable securities under Canadian securities laws.
A detailed offering document is available on the company’s SEDAR+ profile and website at www.mayolakeminerals.com. Prospective investors should review this document carefully before investing. The offering may also be extended privately to offshore and U.S. investors under applicable exemptions, subject to compliance with U.S. Securities Act requirements.
Allocation of Proceeds and Exploration Goals
Net proceeds from common share units will support exploration on Mayo Lake Minerals’ gold and silver properties in Yukon’s Mayo-Keno region within the Tombstone Gold Belt, alongside working capital and general corporate expenses. The Tombstone Gold Belt is among Canada’s most active exploration areas, especially for Reduced Intrusion-Related Gold Systems (RIRGS), where neighboring companies have reported notable successes.
Gross proceeds from flow-through unit sales must be spent on Canadian exploration expenses qualifying as flow-through mining expenditures under the Income Tax Act (Canada) by December 31, 2027. These expenditures will be renounced to flow-through subscribers effective December 31, 2026, providing tax incentives aligned with federal mining exploration policies.
Company Assets and Property Overview
Mayo Lake Minerals holds three precious metal properties totaling 145.6 square kilometres in the Mayo Mining District, situated within the traditional territory of the Na-Cho Nyäk Dun First Nation. Its flagship Anderson-Davidson Project covers 86 square kilometres in the Tombstone Gold Belt, positioning the company to capitalize on heightened regional exploration and RIRGS knowledge.
The portfolio also includes the Carlin-Roop Silver Property spanning 44 square kilometres and the Edmonton Property, both located in premier Canadian mineral exploration regions. This diversified asset base offers multiple exploration targets, reducing dependence on any single property for advancement and discovery potential.
Finder’s Fees and Transaction Expenses
Couloir Securities Ltd. has been appointed as finder for the offering. The firm will receive a cash commission equal to 7% of gross proceeds from securities sold, plus non-transferable compensation warrants representing 7% of total units issued. Each compensation warrant entitles the holder to acquire one common share at $0.12 for 36 months post-issuance, aligning the finder’s interests with the company’s long-term share price.
These compensation terms are standard for non-brokered private placements in Canadian junior mining companies and reflect market norms for securing investment banking support in capital raises.
Share Consolidation Details and Schedule
Simultaneous with the financing close on August 14, 2026, Mayo Lake Minerals will implement a one-for-three share consolidation on all issued and outstanding common shares. This will reduce the share count from approximately 117,626,370 to about 39,208,790 shares. New CUSIP and ISIN numbers will be assigned to reflect the consolidation, while the company name and trading symbol "MLKM" on the Canadian Securities Exchange will remain unchanged.
The consolidation is subject to approval by the Canadian Securities Exchange. Consolidated shares are expected to begin trading on August 14, 2026. Exercise and conversion prices for all outstanding options, warrants, and deferred share units will be adjusted proportionally. Fractional shares resulting from the consolidation will be rounded down to the nearest whole share, with no fractional share issuances.
Shareholder Instructions for Consolidation
Registered shareholders holding physical certificates must submit them to TSX Trust Company, the company’s registrar and transfer agent, along with properly completed letters of transmittal. These letters will be mailed to all registered shareholders detailing the certificate exchange process. Shareholders holding shares through brokers, dealers, banks, trust companies, or other intermediaries should contact their nominees for assistance with deposit procedures related to the consolidation.
The consolidation aims to simplify the company’s capitalization table and reduce the total share count while maintaining proportional ownership for all shareholders, subject to rounding down fractional shares.
Management Perspective on Strategic Initiatives
Dr. Vern Rampton, President and CEO, emphasized that synchronizing the financing close with the share consolidation establishes a stronger foundation for advancing the company’s objectives. The enhanced capital structure and funding will support an aggressive exploration program across Mayo Lake Minerals’ Yukon properties.
Management highlights a planned 1,000–1,200 metre diamond drill program targeting the Anderson Gold Trend on the Anderson-Davidson Project as a key catalyst. Additionally, exploration results from silver mineralization at Carlin West on the Carlin-Roop property are anticipated. Successful 2026 exploration efforts are expected to raise the company’s profile and attract potential exploration partners amid growing activity in the Tombstone Gold Belt.
Closing Conditions and Regulatory Approvals
Completion of the offering depends on several conditions, including successful share consolidation, receipt of all required regulatory approvals, and fulfillment of closing requirements outlined in the offering document. Approval from the Canadian Securities Exchange is necessary for both the financing under the listed issuer exemption and the share consolidation.
The company reserves the right to postpone the closing date beyond August 14, 2026, if additional time is needed or regulatory processes require extension. Investors should monitor regulatory filings and company announcements for updates on approvals and any changes to the closing schedule.
