Mayo Lake Minerals Secures Up to $1.89 Million in LIFE Private Placement Concurrent with Share Consolidation

Details of the LIFE Financing Offering

The company is offering common share units (CS Units) at $0.08 each, with a minimum subscription of 6,250,000 CS Units. Each CS Unit consists of one common share and one common share purchase warrant exercisable at CAD$0.12 per share for 36 months post-issuance. Additionally, flow-through units (FT Units) are available at $0.105 per unit, each comprising one flow-through common share and one warrant exercisable at $0.14 per share over the same 36-month period.

Both warrant types include an acceleration clause: if the volume-weighted average price of Mayo Lake’s common shares exceeds CAD$0.20 for 21 consecutive trading days after issuance, the company may invoke a Reduced Warrant Term, causing warrants to expire 30 business days following a press release. This arrangement offers investors upside potential while allowing the company to manage dilution at higher valuations.

Allocation of Offering Proceeds

Net proceeds from CS Units will support exploration on Mayo Lake’s gold and silver properties in the Mayo-Keno area of Yukon’s Tombstone Gold Belt, as well as general corporate and working capital expenses. Gross proceeds from FT Units are designated exclusively for "Canadian exploration expenses" qualifying as "flow-through mining expenditures" under the federal Income Tax Act, with all such expenditures to be completed by December 31, 2027.

Flow-through tax deductions from FT Unit sales will be renounced to subscribers effective December 31, 2026, enabling investors to deduct exploration expenses from taxable income. This financing structure is commonly used by junior mining companies to reduce investors’ capital costs while funding exploration without excessive equity dilution or debt.

Share Consolidation Details and Timing

The private placement closing coincides with a previously announced share consolidation on a 1-for-3 basis. This will reduce issued and outstanding shares from 117,626,370 to approximately 39,208,790. New CUSIP and ISIN codes will be issued, while the company’s name and ticker symbol (MLKM) remain unchanged.

Exercise prices and share quantities under outstanding options, warrants, and deferred share units will be adjusted proportionally. Fractional shares will not be issued; fractions will be rounded down. Shareholders holding physical certificates must submit them to TSX Trust Company with a letter of transmittal. Those holding shares through brokers should contact their intermediaries for consolidation assistance.

Regulatory Compliance and Trading Eligibility

The LIFE Securities (CS Units and FT Units) are offered under the Listed Issuer Financing Exemption per National Instrument 45-106, as amended by Coordinated Blanket Order 45-935. This allows Mayo Lake, as a listed issuer on the Canadian Securities Exchange, to conduct non-prospectus offerings to investors in Canadian provinces excluding Quebec, subject to regulatory approval and compliance.

Securities sold to Canadian investors are expected to be immediately freely tradeable under applicable securities laws. The company may also offer units privately in offshore jurisdictions and the U.S., subject to exemptions under the U.S. Securities Act of 1933. Closing is contingent on all regulatory approvals, including final Canadian Securities Exchange approval, and satisfaction of closing conditions.

Finder’s Fee and Engagement

Mayo Lake Minerals has appointed Couloir Securities Ltd. as finder for the offering. The finder will receive a cash commission of 7% of gross proceeds from securities sold and non-transferable compensation warrants equal to 7% of total CS Units and FT Units issued. Each compensation warrant allows purchase of one common share at $0.12 for 36 months post-issuance.

This arrangement aligns the finder’s interests with successful capital raising while limiting participation to a fixed percentage. The non-transferable warrants prevent secondary market trading of these compensation instruments.

Company Overview and Asset Portfolio

Mayo Lake Minerals focuses on exploration, discovery, and development of three precious metal properties totaling 145.6 square kilometres in the Mayo-Keno area of Yukon’s Mayo Mining District, within the traditional territory of the Na-Cho Nyäk Dun First Nation. The flagship Anderson-Davidson Project covers 86 square kilometres within the Tombstone Gold Belt, a premier Canadian district for Reduced Intrusion-Related Gold Systems (RIRGS).

The company also owns the 44 square kilometre Carlin-Roop Silver Property and the Edmonton Property, both located in regions with notable exploration success by neighboring operators. The Tombstone Gold Belt has experienced significant exploration activity and discoveries by adjacent claim holders, creating a supportive environment for junior explorers with contiguous land holdings.

Strategic Outlook and Exploration Plans

Dr. Vern Rampton, President and CEO, commented that synchronizing the financing close with the share consolidation "creates a stronger platform from which to advance Mayo Lake Minerals’ interests." The company anticipates an enhanced capital structure and financial resources post-offering to progress its Yukon gold and silver projects.

The announcement highlights planned 2026 exploration on the Anderson-Davidson and Carlin-Roop properties. Dr. Rampton emphasized the goal of attracting exploration partners as 2026 results develop, reflecting a common junior mining strategy to leverage early-stage discoveries for joint ventures or major mining company interest.

Regulatory Approvals and Timeline

Offering completion depends on obtaining all necessary regulatory approvals, including Canadian Securities Exchange consent for the LIFE offering and share consolidation. Mayo Lake expects consolidated shares to begin trading on the CSE on or about market open August 14, 2026, under the existing ticker MLKM. Completion is also subject to satisfaction of closing conditions.

Prospective investors should review the Offering Document available on SEDAR+ at www.sedarplus.ca and on the company website at www.mayolakeminerals.com before investing. The document provides detailed terms, risk disclosures, and use-of-proceeds information beyond this announcement.

Forward-Looking Statements and Risk Factors

The announcement contains forward-looking statements regarding share consolidation, the LIFE offering, closing dates, regulatory approvals, use of proceeds, exploration plans, and business objectives. These are based on management’s current expectations as of July 22, 2026, and involve risks and uncertainties that could cause actual results to differ materially.

Risks include the company’s ability to complete the offering on proposed terms, obtain approvals, satisfy closing conditions, raise sufficient funds, and execute exploration programs successfully. Mayo Lake disclaims any obligation to update forward-looking statements except as required by law. Investors are cautioned not to place undue reliance on such statements.