VANCOUVER, BC, Oct. 20, 2025 /CNW/ - La Pulga Mining Corp. (October 20, 2025 ) (the "Company" or "La Pulga") is pleased to announce that the Company has closed a non-brokered private placement of common shares of the Company (the "Common Shares") resulting in the issuance of 18,123,406 Common Shares at a price of $0.132 per Common Share, for aggregate gross proceeds of approximately $2.4 million (the "Private Placement").
Insiders of the Company have participated in the Private Placement and the participation of insiders is considered a related party transaction subject to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company has relied on exemptions from the formal valuation and minority shareholder approval requirements provided under subsections 5.5(a) and 5.7(1)(a) of MI 61-101. The Company did not file a material change report 21 days prior to closing of the Private Placement, as the insiders' participation had not been confirmed at that time and the Company wished to close the transaction as soon as practicable for sound business reasons.
Net proceeds from the Private Placement will be used for the exploration and development of the Company's mineral properties and general and administrative purposes.
Asset Acquisition
The Company also completed an asset acquisition of a portfolio of mining properties located in the James Bay region of Québec, including the Corvet Est, Plex, La Grande, Lac Pau, Eastmain Nord, Eleonore-JV and Eleonore Opinaca properties (the "Asset Acquisition") from Electric Elements Mining Corp. ("Electric Elements"), a private corporation, in exchange for the issuance of 30,291,078 common shares to Electric Elements ("Asset Shares").
The Common Shares and the Asset Shares will be subject to a hold period of four months and one day from the closing date in accordance with applicable securities laws. The current directors of the Company, being Scott Dunlop, Hashim Ahmed and Denis Silva, have stepped down in connection with the Asset Acquisition. The Company is pleased to announce the appointment of Russell Mills, Laurence Farmer and Jean-Felix Lepage as directors of the Company.
Mills Dunlop Capital Partners Ltd. acted as corporate and financial advisors to La Pulga in connection with the Asset Acquisition.
Required Early Warning Report Disclosure
Following the Asset Acquisition and issuance of the Asset Shares, Electric Elements holds beneficial ownership and control over 30,291,078 Common Shares, representing approximately 54.5% of the issued and outstanding Common Shares after giving effect to both the Asset Acquisition and the Private Placement. Prior to the Asset Acquisition and issuance of the Asset Shares, Electric Elements did not hold any equity securities of the Company. An early warning report will be filed by Electric Elements in respect of the Company with applicable Canadian securities regulatory authorities and will be available on SEDAR+ (www.sedarplus.ca) under the Company's issuer profile. To obtain copies of the early warning report filed by Electric Elements, please contact Jean-Felix Lepage at 438-454-5636.
The Asset Shares were acquired by Electric Elements for investment purposes. Depending on market conditions and other factors, Electric Elements may, from time to time, acquire additional Common Shares or other securities of the Company or dispose of some or all of the securities in the Company that it owns at such time. Following receipt of necessary approvals, Electric Elements may also distribute the Asset Shares to its shareholders, including by way of a return of capital.
Prior to the Asset Acquisition and Private Placement, 15670811 Canada Ltd., 15670802 Canada Ltd., and Gorilleao Advisers Ltd. (the "Former Insiders") each held beneficial ownership and control over greater than 10% of the issued and outstanding Common Shares and, following the Asset Acquisition and Private Placement, (i) 15670811 Canada Ltd. holds beneficial ownership and control over 986,503 Common Shares, representing approximately 1.77% of the issued and outstanding Common Shares, (ii) 15670802 Canada Ltd. holds beneficial ownership and control over 1,744,078 Common Shares, representing approximately 3.14% of the issued and outstanding Common Shares and (iii) Gorilleao Advisers Ltd., holds beneficial ownership and control over 693,000 Common Shares, representing approximately 1.24% of the issued and outstanding Common Shares. As a result, the Former Insiders have ceased to beneficially own or control 10% or greater of the Common Shares and will not be required to complete any further early warning filings unless they otherwise requalify for such filings. An early warning report will be filed by each of the Former Insiders in respect of the Company with applicable Canadian securities regulatory authorities and will be available on SEDAR+ (www.sedarplus.ca) under the Company's issuer profile.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities offered have not been and will not be registered under the United States Securities Act of 1933, as amended (the "1933 Act"), or any state securities laws and may not be offered or sold within the United States or to or for the account or benefit of a U.S. person (as defined in Regulation S under the 1933 Act) unless registered under the 1933 Act and applicable state securities laws or an exemption from such registrations are available. No public offering of securities is being made in the United States.
About La Pulga Mining Corp.
La Pulga Mining Corp. is an exploration stage company engaged principally in the acquisition, exploration and development of mineral properties in North America.
On Behalf of the Board of Directors
Jean-Felix Lepage, Director
Forward-Looking Statements
Certain statements contained in this press release constitute forward-looking information. These statements relate to future events or future performance. The use of any of the words "could", "intend", "expect", "anticipates", "believes", "will", "projected", "estimated" and similar expressions and statements relating to matters that are not historical facts are intended to identify forward-looking information and are based on the Company's current beliefs or assumptions as to the outcome and timing of such future events. The Company cautions readers that forward-looking statements, including without limitation those relating to the use of proceeds of the Private Placement, any subsequent distribution of Asset Shares to shareholders of Electric Elements and the Company's future operations are subject to certain risks and uncertainties that could cause actual results to differ materially from those indicated in the forward-looking statements. Various assumptions or factors are typically applied in drawing conclusions or making the forecasts or projections set out in forward-looking information.
Although forward-looking information is based on the reasonable assumptions of the Company's management, there can be no assurance that any forward-looking information will prove to be accurate. Forward looking information involves known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information. The forward-looking information contained in this release is made as of the date hereof and the Company is not obligated to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable securities laws. Because of the risks, uncertainties and assumptions contained herein, investors should not place undue reliance on forward-looking information. The foregoing statements expressly qualify any forward-looking information contained herein.
SOURCE La Pulga Mining Corp.
Jean-Felix Lepage, Director, Telephone: 438-454-5636, Email: mailto: [email protected]
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