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Val-d’Or Mining Corporation Completes Debenture Financing

Val-d’Or, Québec–(Newsfile Corp. – May 28, 2024) – Val-d’Or Mining Corporation (TSXV: VZZ) (the “Company” or “Val-d’Or Mining”) announces that, further to its news releases of May 14 and 17, 2024, it has completed a debenture financing (the “Debenture Financing”) for gross proceeds of $430,000.

The Company issued 43 debenture units (the “Debenture Units”) at an issue price of $10,000 per Debenture Unit. Each Debenture Unit consists of one convertible senior unsecured debenture with a principal amount of $10,000 (a “Debenture”) and 70,000 detachable common share purchase warrants (each a “Warrant”). Each Warrant is exercisable for a period of 12 months from the closing of the Debenture Financing, at an exercise price per Warrant of $0.07.

Insiders Participate in Debenture Financing

Two insiders of the Company participated in the Debenture Financing for aggregate cash consideration to the Company of $210,000, which constitutes a Related Party Transaction under TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101 (“MI 61-101”). The Company availed itself of the exemptions contained in section 5.5(c) of MI 61-101 (distribution of securities for cash) for an exemption from the formal valuation requirement and Section 5.7(1)(b) of MI 61-101 for an exemption from the minority shareholder approval requirement of MI 61-101 as the fair market value of the securities distributed in the transaction, and the consideration to be received by the Company for those securities, does not exceed $2,500,000.

Debenture Terms and Conditions

The Debentures have a term of 12 months expiring on May 28, 2025, subject to early redemption and bear interest at the rate of 6%, accrued and compounded annually, which interest will be paid in cash or shares at maturity or redemption. At maturity, the Debentures will be converted into fully paid common shares of the Company, at a conversion price of $0.06. At any time prior to the maturity date, on providing the holders with 30 days’ notice, the Company will have the right to redeem the Debentures, by paying the principal amount of the Debentures and any accrued and unpaid interest in cash. The accrued and unpaid interest on the Debentures can be paid by the Company on maturity in common shares of the Company at a deemed price per share equal to the Market Price.

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Change of Control Provision

Within 30 days of a change of control of the Company, the holders of the Debentures have the option to require the Company to repurchase its Debentures then outstanding, in cash, at a price equal to (i) 125% of the outstanding amount of the Debentures, plus; (ii) any accrued and unpaid interest, in cash.

Hold Period and Usage of Funds

The Debentures, Warrants and all securities issuable on the conversion or exercise thereof are subject to a hold period until September 29, 2024, in accordance with applicable securities legislation and policies of the TSX Venture Exchange. Funds raised will be used for the advancement of the Company’s projects and for general corporate purposes.

About Val-d’Or Mining Corporation

Val-d’Or Mining Corporation is a junior natural resource issuer involved in the process of acquiring and exploring its mineral property assets, most of which are situated in the Abitibi Greenstone Belt of NE Ontario and NW Québec. To complement its current property interests, the Company regularly evaluates new opportunities for staking and/or acquisitions.

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Forward Looking Statements Disclaimer

This news release contains certain statements that may be deemed “forward-looking statements. the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions

CONTACT:

Glenn J. Mullan
2772 chemin Sullivan
Val-d’Or, Québec J9P 0B9
Tel.: 819-824-2808, x 204
Email: : [email protected]

Disclaimer:

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

DISCLAIMER:

THIS PRESS RELEASE, REQUIRED BY APPLICABLE CANADIAN LAWS, IS NOT FOR DISTRIBUTION TO U.S. NEWS SERVICES OR FOR DISSEMINATION IN THE UNITED STATES, AND DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO SELL ANY OF THE SECURITIES DESCRIBED HEREIN IN THE UNITED STATES. THESE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS UNLESS REGISTERED OR EXEMPT THEREFROM. NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES.

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