Company Announcements

TSX.V: FKM          OTCQB: FKMCF         Frankfurt: F7E1   

(All amounts expressed in Canadian dollars unless otherwise stated)

ROUYN-NORANDA, QC , Aug. 12, 2025 /CNW/ - Fokus Mining Corporation ("Fokus" or the "Company") (TSXV: FKM) (OTCQB: FKMCF) (FSE: F7E1) is pleased to announce that it has entered into an asset purchase agreement dated August 11, 2025 (the "Agreement") with Visible Gold Mines Inc. ("Visible Gold") (TSXV: VGD) to acquire a 100% interest in six properties, namely the Cadillac Break, Lucky Break, Silidor, Stadacona, Wasa Creek, and Wasa East projects, and a 40% interest in one property, the Capricorn project, all located along the Cadillac-Larder Lake Fault near the town of Rouyn-Noranda in the province of Québec, Canada (collectively, the "Properties").

Pursuant to the terms of the Agreement, Fokus will acquire the Properties for total consideration of approximately $3,000,000, consisting of (i) the payment of $750,000 in cash on the closing of the Transaction (as defined below), (ii) the issuance at closing of the Transaction of common shares of Fokus, having a value of $1,500,000 (the "Consideration Shares"), with such number of Consideration Shares to be determined based on the volume-weighted average trading price of the common shares of Fokus on the facilities of the TSX Venture Exchange (the "TSXV") for the five business days immediately preceding the closing date, subject to the issuance of a minimum of 10,000,000 Consideration Shares and a maximum of 12,500,000 Consideration Shares; and (iii) the payment of an additional amount of $750,000 in cash on the date that is three months following the closing date of the Transaction (the "Transaction").

The acquired properties total 6,473 hectares across 215 exclusive exploration rights (i.e. formerly called mining claims), significantly increasing Fokus' land holdings in the region and providing high-potential exploration upside adjacent to major gold systems, including Agnico Eagle's Wasamac project (TSX: AEM) and Fokus' flagship Galloway Project. The Galloway Project hosts an NI 43-101 inferred mineral resource estimate of 1.42 million ounces of gold (41.20 million tonnes grading 1.07 g/t Au) at a gold price of US$1,750 per ounce, as disclosed in the Company's March 23, 2023 press release, which also includes a sensitivity analysis showing that, at a gold price of US$1,960 per ounce, the inferred mineral resource increases to 1.79 million ounces of gold (57.55 million tonnes grading 0.97 g/t Au).

Strategic Highlights

The Transaction adds seven high‑potential properties to Fokus's portfolio, which Properties are largely underexplored since 2012 and totaling over 6,473 hectares, which will increase Fokus' land package from 3,086 to 9,559 hectares along the Cadillac‑Larder Lake Fault (see Figure 1).

• Cadillac Break (100%) – 26 exclusive exploration rights covering 786 hectares, adjacent to Fokus' flagship Galloway Project. The property presents a potential southwest extension of the Hendrick deposit.
  
  
• Lucky Break & Wasa Creek (100%) – 79 exclusive exploration rights covering 2,363 hectares, contiguous to Agnico Eagle's Wasamac Gold Project (TSX: AEM), which hosts a proven and probable mineral reserve of 1.38 million ounces of gold (14.8 million tonnes grading 2.9 g/t Au), as reported in Agnico Eagle Mines Ltd., February 13, 2025, "Agnico Eagle Provides an Update on 2024 Exploration Results and 2025 Exploration Plans" (press release, available at www.agnicoeagle.com). The property also includes drilling highlights from Visible Gold Mines, such as 21.75 g/t Au over 4.1 meters, as disclosed in Visible Gold Mines Inc., June 25, 2012, "Visible Gold Mines Intersects 21.75 g/t of Gold Over 4.1 Meters at Wasa Creek in Quebec" (press release, available at www.visiblegoldmines.com). Cautionary Note: Information on the Wasamac Gold Project is from public sources and is not necessarily indicative of mineralization on the property.
  
  
• Wasa East (100%) – 27 exclusive exploration rights covering 699 hectares.
  
  
• Silidor (100%) and Capricorn (40%) – 26 exclusive exploration rights totaling 688 hectares, with drilling highlights including 2.20 g/t gold over 13.0 meters (please refer to the press release of Visible Gold dated January 24, 2012 entitled: "Visible Gold Mines drills 2.2 g/t of gold over 13.5 metres at Silidor and prepares for major exploration program at former producing Joutel property", available at visiblegoldmines.com).
  
  
• Stadacona-East (100%) – 57 exclusive exploration rights covering 1,937 hectares, hosting an historical NI 43-101 inferred resource of 163,815 ounces of gold (980,000 tonnes grading 5.19 g/t Au, cut-off: 2.5 g/t Au), as reported in "Estimation des ressources minérales de la zone Stadacona-Est du projet Stadacona situé dans la ville de Rouyn-Noranda au Nord-Ouest du Québec" (technical report available on the SEDAR+ profile of Visible Gold at www.sedarplus.ca). The historical estimate, whose reliability and relevance have been assessed, is disclosed with all known parameters and assumptions from the source report. The Issuer is not aware of any more recent estimates, notes that additional work (drilling, sampling, mapping and surveying) is required to upgrade or verify the estimate and confirms that the Qualified Person has not done sufficient work to classify the estimate as current, with the Issuer not treating the estimate as current.

Fokus' expanded land package is strategically located within one of Canada's most productive gold belts, surrounded by major industry players within a 25‑kilometre radius of the Company's flagship Galloway Project (see Figure 2). Neighboring operations and projects include Agnico Eagle's Wasamac Gold Project (TSX: AEM), Gold Candle's Kerr‑Addison Project, and Falco Resources' Horne 5 Project (TSXV: FPC), all situated along the Cadillac‑Larder Lake Fault. This premier location underscores the district‑scale potential of Fokus' consolidated portfolio.

Benefits for Fokus Shareholders

• Synergies with Galloway – Cadillac Break surrounds Fokus' existing Hendrick deposit, offering potential for south-west resource expansion and streamlined exploration.
• Exploration Upside – Multiple underexplored properties with historical mining activity and limited drilling.
• Resource Expansion – Stadacona provides immediate resource accretion with high-grade underground potential.
• Low Acquisition Cost – Leverages a mix of cash and equity to preserve Fokus' capital structure while adding strategic ounces and ground.

CEO Commentary

Philippe MacKay, President and CEO of Fokus, stated:

"This acquisition is a great addition in Fokus' growth strategy. With a single transaction, we triple our land package and secure highly prospective ground adjacent to both our Galloway Project and advanced-stage deposits like Wasamac. The Cadillac-Larder Lake Fault has produced over 100 million ounces of gold historically, and we now hold a strategic land position along this prolific structure."

The closing of the Transaction is expected to occur on or before September 30, 2025.  Both Fokus and Visible Gold were dealing at arm's length at the time the Transaction was agreed, and no finder's fee or commission are payable in connection with the Transaction. The Transaction and the Agreement are subject to regulatory approval, including that of the TSXV. Visible Gold may be required to obtain shareholder approval for the Transaction, as it could constitute the sale of more than 50% of its assets under TSXV rules and policies.  

Qualified Person

Gilles Laverdière, P. Geo (ogq #00161), registered in the Province of Québec, is a consultant to Fokus Mining Corporation, is a qualified person under National Instrument 43–101 – Standards of Disclosure for Mineral Projects. He has reviewed the technical contents of this news release and has approved the disclosure of the technical information contained herein.

About Fokus

Fokus Mining Corporation is a mineral resource company focused on acquiring and exploring precious metal deposits in Quebec, Canada, particularly in the Abitibi region, 20 km West of Rouyn-Noranda, with its Galloway Project.

The 100% owned Galloway Project covers an area of 3,086 hectares and is located just North of the Cadillac-Larder Lake Fault, which extends for more than 100 km. Numerous gold deposits are associated with the structure and its subsidiaries. The recent work focused on the Western mining claims of the Galloway Property has allowed the Company to delineate a NI 43-101 inferred mineral resource of 1.42 million ounces of gold (41,195,000t at 1.07 g/t Au) at a price of US$1,750 per ounce. This was published in the Company's press release dated March 23, 2023, which includes a sensitivity table showing that, at a price of US$1,960 per ounce, the inferred mineral resource increases to 1.79 million ounces of gold (57,546,000t at 0.97 g/t Au).

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accept responsibility for the adequacy or accuracy of this release.

Related Links

http://fokusmining.com/

Caution regarding forward-looking statements

This news release contains statements that may constitute "forward-looking information" within the meaning of applicable Canadian securities legislation. Forward-looking information may include, among others, statements regarding the future plans, costs, objectives or performance of the Company, or the assumptions underlying any of the foregoing. In this news release, words such as "may", "would", "could", "will", "likely", "believe", "expect", "anticipate", "intend", "plan", "estimate" and similar words and the negative form thereof are used to identify forward-looking statements. Forward-looking statements should not be read as guarantees of future performance or results, and will not necessarily be accurate indications of whether, or the times at or by which, such future performance will be achieved. No assurance can be given that any events anticipated by the forward-looking information will transpire or occur, including if the Transaction will occur, or if does when the closing date will occur, if regulatory approval will be obtained for each of the Company and Visible Gold, and if any benefit for the Company's shareholders will occur or what will be the actual benefits the Company will derive from the Properties and the Transaction. Forward-looking information is based on information available at the time and/or management's good-faith belief with respect to future events and are subject to known or unknown risks, uncertainties, assumptions and other unpredictable factors, many of which are beyond the Company's control. These risks, uncertainties and assumptions include, but are not limited to the risks, uncertainties and assumptions described under "Financial risk management objectives and policies" and "Risk and Uncertainties" in the Company's Annual Report for the fiscal year ended December 31, 2024, a copy of which is available on SEDAR+ at www.sedarplus.ca, and could cause actual events or results to differ materially from those projected in any forward-looking statements. The Company does not intend, nor does it undertake any obligation, to update or revise any forward-looking information contained in this news release to reflect subsequent information, events or circumstances or otherwise, except if required by applicable laws.

SOURCE Fokus Mining Corporation