Mabel Ventures Closes Private Placement

Executive Summary

• Mabel Ventures Inc. has closed a non-brokered private placement raising gross proceeds of $1,050,000.
• The company issued 21,000,000 total units (17,000,000 non-flow-through and 4,000,000 flow-through) at $0.05 per unit.
• Proceeds are designated for the acquisition of the Red Cliff and Premier East Properties from Decade Resources Ltd., ongoing exploration at the Bonanza Gold Property, and general working capital.

Key Details

• Total Gross Proceeds: $1,050,000.
• Non-Flow-Through Units (NFT Units):
  • Quantity: 17,000,000 units.
  • Price: $0.05 per unit.
  • Gross Proceeds: $850,000.
  • Composition: Each NFT Unit consists of one common share and one common share purchase warrant.
• Flow-Through Units (FT Units):
  • Quantity: 4,000,000 units.
  • Price: $0.05 per unit.
  • Gross Proceeds: $200,000.
  • Composition: Each FT Unit consists of one flow-through share (as defined by the Income Tax Act (Canada)) and one warrant.
  • Use of Proceeds: To incur eligible Canadian Exploration Expenses (CEEs), with qualifying expenditures renounced to subscribers with an effective date no later than December 31, 2026.
• Warrant Terms:
  • Each whole warrant entitles the holder to purchase one common share at an exercise price of $0.06.
  • Expiration Date: August 25, 2028.
• Resale Restrictions: All securities are subject to a 4-month hold period until December 26, 2025.
• Use of Proceeds:
  • Completion of the acquisition of interests in the Red Cliff Property and Premier East Property from Decade Resources Ltd. (TSXV: DEC).
  • Continue exploration work at the existing Bonanza Gold Property.
  • Advance new exploration work at the Red Cliff Property post-acquisition.
  • General working capital purposes.
• Insider Participation (Related Party Transaction):
  • Robert McLeod: Purchased 2,430,000 NFT Units and 1,000,000 FT Units.
    • Pre-transaction ownership: ~14.43% (6,136,250 shares).
    • Post-transaction ownership: ~15.06% (9,566,250 shares) plus 3,430,000 warrants.
    • Potential ownership if warrants exercised: ~19.41% (12,996,250 shares).
  • Robert Giustra: Purchased 2,000,000 NFT Units and 1,000,000 FT Units.
    • Pre-transaction ownership: ~9.41% (4,000,000 shares).
    • Post-transaction ownership: ~11.02% (7,000,000 shares) plus 3,000,000 warrants.
    • Potential ownership if warrants exercised: ~15.04% (10,000,000 shares).
  • An officer of the Company also participated in the Offering with 50,000 NFT Units.
  • The issuance is exempt from MI 61-101 valuation and minority shareholder approval requirements.
  • Early warning reports have been filed pursuant to National Instrument 62-103.