Mabel Ventures to Acquire Interest in Red Cliff and Premier East Properties

Executive Summary

• Mabel Ventures Inc. has entered into a definitive purchase agreement to acquire a 65% interest in the Red Cliff Property and a 100% interest in the Premier East Property from Decade Resources Ltd. for $600,000.
• To fund the acquisition and for general working capital, the Company is launching a non-brokered private placement offering up to 21,000,000 units at $0.05 per unit for gross proceeds of up to $1,050,000.
• The transaction and financing are subject to regulatory approvals and the completion of the financing; no securities will be issued to Decade, and the transaction does not constitute a change of control.

Key Details

• Acquisition Target: 65% interest in the Red Cliff Property and 100% interest in the Premier East Property.
• Counterparty: Decade Resources Ltd. (TSXV: DEC), an arms-length public company.
• Property Details:
  • Red Cliff Property: Located in the Skeena Mining Division, British Columbia. Consists of crown grants currently subject to a joint venture with Dolly Varden Silver Corporation (TSXV: DV), which holds a 35% interest. Subject to historical royalty interests on future commercial production.
  • Premier East Property: Located in the Skeena Mining Division, consisting of a series of mineral claims.
• Consideration: One-time payment of $600,000 to Decade.
• Additional Costs: Company will reimburse Decade for its portion of funds previously advanced to secure a reclamation bond related to permitting at the Red Cliff Property.
• Financing Structure (Non-Brokered Private Placement):
  • Units Offered: Up to 21,000,000 Units.
  • Price: $0.05 per Unit.
  • Gross Proceeds: Up to $1,050,000.
  • Composition: Each Unit consists of one common share and one share purchase warrant.
  • Warrant Terms: Entitles holder to acquire one additional common share at $0.06 per share for a period of 36 months following completion.
  • Flow-Through Component: Up to 4,000,000 Units offered on a flow-through basis (issued as "flow-through shares" under the Income Tax Act (Canada)).
• Use of Proceeds:
  • Complete the consideration payment for the Transaction ($600,000).
  • Continue exploration work at existing Bonanza Gold Property.
  • Advance new exploration work at the Red Cliff Property post-transaction.
  • General working capital purposes.
• Conditions Precedent:
  • Receipt of required regulatory approvals and consents.
  • Completion of financing for gross proceeds of no less than $1,000,000.
  • Delivery of customary closing documents.
• Corporate Impact: Transaction will not constitute a fundamental change or result in a change of control. No securities issued to Decade; no finder's fee payable to Decade.

Notable Quotes

• None provided in the text.