Vancouver, British Columbia--(Newsfile Corp. - August 5, 2025) - Mabel Ventures Inc. (CSE: MBL) ("Mabel" or the "Company") is pleased to announce that it has entered into a definitive purchase agreement (the "Purchase Agreement"), dated August 4, 2025, with Decade Resources Ltd. (TSXV: DEC) ("Decade"), an arms-length public company, pursuant to which the Company proposes to acquire (the "Transaction") a 65% interest in the Red Cliff Property, as well as a 100% interest in the Premier East Property.
The Red Cliff Property consists of a series of crown grants located in the Skeena Mining Division in the Province of British Columbia which are currently subject to the terms of a joint venture with Dolly Varden Silver Corporation (TSXV: DV) ("Dolly Varden"). Dolly Varden currently holds a 35% interest in the joint venture, with Decade holding the remaining 65% which the Company proposes to acquire. The Red Cliff Property is also subject to certain historical royalty interests on future commercial production. The Company will also acquire the Premier East Property in the Transaction which consists of series of mineral claims also located in the Skeena Mining Division.
Transaction Summary
Pursuant to the terms of the Purchase Agreement, the Company proposes to acquire the 65% interest in the Red Cliff Property, as well as a 100% interest in the Premier East Property, in consideration for a one-time payment of $600,000. The Company will also reimburse Decade for its portion of funds previously advanced to secure a reclamation bond related to permitting at the Red Cliff Property.
The Company is at arm's length from Decade. The Transaction will not constitute a fundamental change for the Company and will not result in a change of control of the Company (within the meaning of applicable securities laws and the policies of the Canadian Securities Exchange). No securities will be issued to Decade in connection with the Transaction, nor does Decade currently control any securities of the Company. No finder's fee is payable in connection with completion of the Transaction.
Completion of the Transaction remains subject to receipt of any required regulatory approvals and consents, completion of a financing for gross proceeds of no less than $1,000,000 and delivery of customary closing documents.
Non-Brokered Private Placement
The Company also announces that it will offer (the "Offering") up to 21,000,000 units (each, a "Unit") at a price of $0.05 per Unit for gross proceeds of up to $1,050,000. Each Unit will consist of one common share of the Company, and one share purchase warrant (each, a "Warrant") entitling the holder to acquire an additional common share at a price of $0.06 for a period of thirty-six months following completion of the Offering.
Up to 4,000,000 of the Units issued in connection with the Offering will be offered on a flow-through basis, and will consist of one common share of the Company to be issued as a "flow-through share" within the meaning of the Income Tax Act (Canada) and one Warrant.
The Company intends to utilize the proceeds of the Offering to complete the consideration payment required in connection with the Transaction, to continue exploration work at its existing Bonanza Gold Property, to advance new exploration work at the Red Cliff Property following completion of the Transaction and for general working capital purposes.
The Company may pay finders' fees to eligible third-parties who have introduced subscribers to the Offering. All securities issued in connection with the Offering will be subject to restrictions on resale in accordance with applicable securities laws.
On behalf of the Board of Directors
MABEL VENTURES INC.
Alicia Krywaniuk
Chief Financial Officer and Corporate Secretary
Email: akrywaniuk@fiorecorporation.com
Office: +1 (604) 609-6112
Neither the Canadian Securities Exchange (CSE) nor its Regulation Services Provider (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.
This news release may contain certain "Forward-Looking Statements" within the meaning of applicable Canadian securities laws. When or if used in this news release, the words "anticipate", "believe", "estimate", "expect", "target, "plan", "forecast", "may", "schedule" and similar words or expressions identify forward-looking statements or information. Such statements represent the Company's current views with respect to future events and are necessarily based upon a number of assumptions and estimates that, while considered reasonable by the Company, are inherently subject to significant business, economic, competitive, political and social risks, contingencies and uncertainties. Many factors, both known and unknown, could cause results, performance or achievements to be materially different from the results, performance or achievements that are or may be expressed or implied by such forward-looking statements. The Company does not intend, and does not assume any obligation, to update these forward-looking statements or information to reflect changes in assumptions or changes in circumstances or any other events affecting such statements and information other than as required by applicable laws, rules and regulations.
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SOURCE: Mabel Ventures Inc.
