Lucky Announces Corporate Update, Amendment To Shares For Debt Transaction, Increase In Private Placement

02:00 Uhr  |  The Newswire

Vancouver - Lucky Minerals Inc. (TSXV: LKY, OTC: LKMNF, FRA: LKY) (the "Company" or "Lucky") is pleased to announce that the failure-to-file cease trade order (the "FFCTO") issued by the British Columbia Securities Commission (the "BCSC") on March 6, 2026 was revoked on April 2, 2026. The Company is now proceeding with the completion of its previously announced transactions, including the Prudhomme property acquisition, the private placement and the shares for debt transaction, and is working toward reinstatement for trading on the TSX Venture Exchange (the "TSXV").

Private Placement

The Company is pleased to announce that due to strong market demand, it has elected to increase the size of the previously announced private placement to accommodate additional investor interest. The Company plans to issue an additional 5,000,000 units (non-flow through) for an additional $500,000. The previously announced private placement has been increased from $1,080,000 to a total of $1,580,000 in gross proceeds.

In connection with the transaction, the Company is now completing a $1,580,000 non-brokered private placement (the "Private Placement") consisting of: (i) 2,000,000 flow-through units ("FT Units") at a price of $0.10 per FT Unit; and (ii) 13,800,000 units ("non-FT Units") at a price of $0.10 per non-FT Unit for aggregate gross proceeds of $1,580,000. The FT Shares, defined below, will qualify as "flow-through shares" within the meaning of the Income Tax Act (Canada) (the "Tax Act").

Each FT Unit consists of one common share of the Company (a "FT Share") and one common share purchase warrant (each whole warrant, a "Warrant"), with each FT Share qualifying as a "flow-through share" within the meaning of subsection 66(15) of the Income Tax Act (Canada) (the "Tax Act"). Each Warrant entitles the holder to acquire one additional common share of the Company (which will not qualify as a flow?through share) at an exercise price of $0.15 for a period of five years from the date of issuance.

Each non-FT Unit consists of one common share and one full Warrant at an exercise price of $0.15 for five years from the date of issue.

In connection with the Private Placement, the Company may pay cash finder's fees to eligible finders equal to 7% of the gross proceeds raised from subscribers introduced to the Company by such finders. The Company may also issue finder's warrants equal to 7% of the number of Units sold to subscribers introduced by such finders. Each finder's warrant entitles the holder to acquire one common share of the Company at an exercise price of $0.15 for a period of five years from the date of issuance.

All securities issued in connection with the Private Placement are subject to a statutory hold period of four months plus a day from the date of issuance in accordance with applicable securities legislation.

The private placement remains subject to TSXV acceptance.

Share for Debt

Further to the Company's press release dated December 19, 2025, which announced its intention to settle outstanding indebtedness, the Company has entered into amended shares for debt agreements with the Convertible Debenture holders. As a result, the total aggregate amount to be settled in shares has increased from $1,969,391.10 to $2,050,498.10, inclusive of accrued interest on the Debentures to and including April 30, 2026. The final aggregate amount of $2,050,498.10 will be settled through the issuance of 20,504,981 common shares of the Company at a deemed price of $0.10 per common share (the "Transaction"). The Debenture portion of the outstanding indebtedness owed by the Company totals $1,681,400, representing principal and accrued interest to April 30, 2026.

All securities issued pursuant to the Transaction will be subject to a four (4) month plus a day hold period from the date of issuance in accordance with applicable securities legislation and policies of the TSX Venture Exchange.

The proposed issuance of Common Shares to directors and officers of the Company pursuant to the Transaction will each be considered a "related party transaction" as defined in Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company will rely upon exemptions from the valuation and minority shareholder approval requirements of Multilateral Instrument 61-101 contained in sections 5.5(a) and 5.7(1)(a), respectively, with respect to the issuance of the Common Shares to the directors and officers.

The shares for debt Transaction is subject to TSXV acceptance.

Prudhomme Property Acquisition

The Company, Patricia Lafontaine and Yoland Labrie entered into a notice of assignment and direction of payments (the "Assignment Notice") effective January 27, 2026, pursuant to which Patricia Lafontaine irrevocably assigned all right, title, and interest in the Option Agreement, including all economic benefits, to Yoland Labrie. Yoland Labrie is the sole owner of the claims and is now the Company's counterparty under the Option Agreement. All other terms of the Option Agreement, as amended, remain unchanged and can be found in the Company's press releases dated December 20, 2023, June 13, 2025, and February 10, 2026.

The Company is awaiting final Exchange acceptance to the announced Option Agreement, as amended March 15, 2024, July 22 2024, October 28, 2024, January 28, 2025, April 28, 2025, June 27, 2025, and August 29, 2025 (collectively the "Option Agreement") with Yoland Labrie (the "Vendor") (former vendor, Patricia Lafontaine), pursuant to which the Company was granted an option (the "Option") to acquire a 100% beneficial and legal interest in the Prudhomme Project located in Northern Quebec, Canada (the "Property").

Pursuant to the terms of the Option Agreement, the total aggregate consideration payable by the Company to the Vendor for a 100% interest in the Prudhomme Project is:

• 1,500,000 common shares on Exchange acceptance;

• an aggregate of $95,000, which sum has been paid;

• aggregate minimum expenditures of $35,000 (expended);

• payments of $200,000 in shares to the Vendor on or before the first, second and third anniversaries of the regulatory approval (the maximum number of shares reserved for issuance is 6,000,000 shares);

• an aggregate cash payment in the total amount of $750,000 within six (6) months of the Company filing on SEDAR+ a National Instrument 43-101 technical report establishing a mineral resource estimate on the Property containing greater than 0.5 billion pounds of copper equivalent; and

• a minimum of $4,000,000 in cumulative exploration and development expenditures on the Property over four years (a minimum of $1,000,000 is to be incurred in the first two years), including the interim expenditures of $20,000 and $15,000 already completed, to be fully incurred before the fourth anniversary of the Effective Date, at which time the option will be fully exercised.

In connection with the Option Agreement, for so long as the Company continues to hold an interest in the Property, the Company shall incur the following milestones:

1. (i)an aggregate of $500,000 within six (6) months of the Company filing on SEDAR+ a Bankable Feasibility Study in respect of the Property, including an ore reserve calculation compliant with National Instrument 43-101; and

1. (ii)n aggregate of $1,000,000 within 30 days of the board of directors of the Company approving to proceed with commercial production of the Property.

The Company is to pay an aggregate of $4,000,000 cash to the Vendor within 30 days of commencing commercial production of the Property.

In connection with the Option Agreement, the Vendor retains a 2.0% Gross Metal Royalty on all mineral production, and the Company maintains a right to repurchase 1.0% of this royalty for $2,000,000.

The property acquisition remains subject to TSXV acceptance.

Goldmindex Sale

The Company entered into an agreement dated November 27, 2023 for the sale of 100% of the issued and outstanding shares of Goldmindex representing its 100% interest in its subsidiary, Goldmindex S.A. ("Goldmindex"), to an arm's length purchaser for cash consideration of US$800. In connection with the transaction, the Company agreed to assume and settle a liability of approximately US$100,000 previously recorded on the books of Goldmindex, which will be satisfied by the issuance of a promissory note payable on or before November 27, 2026. The promissory note bears no interest and is unsecured. Goldmindex owned the rights to the Fortuna concessions ("Fortuna Project") in Ecuador.

The Company and its auditor, Mao & Ying, determined that the originally expensed annual tenure fees of $1,029,585 for the Fortuna Property be capitalized in accordance with the Company's accounting policy for capitalizing exploration and evaluation expenditures related to tenure fees. The correction of this resulted in the net decrease in the exploration and evaluation expenses by $1,029,585 in the Consolidated Statement of Comprehensive Loss for the year ended October 31, 2023, the increase in exploration and evaluation assets by $1,007,563, and the decrease in the accounts payable and accrued liabilities of $22,022 in the Statement of Financial Position as at October 31, 2023.

In addition, the Company determined that the exploration and evaluation assets be further impaired by $2,003,546 to write down the Fortuna Property to zero as at October 31, 2023. This was due to the proposed sale of Goldmindex at nominal value subsequent to the year ended October 31, 2023. This correction resulted in the increase in the impairment for exploration and evaluation assets by $2,003,546 in the Consolidated Statement of Comprehensive Loss for the year ended October 31, 2023, and the decrease in exploration and evaluation assets by $2,003,546 in the Statement of Financial Position as at October 31, 2023.

The disposition remains subject to TSXV acceptance.

Reinstatement of Trading

The Company, as a Tier 2 Mining Issuer, does not currently meet certain Tier 2 Continued Listing Requirements ("CLR") of the TSXV, including requirements relating to working capital, assets and operations and activity, as set out in TSXV Policy 2.5. The Company expects to satisfy these requirements upon completion of the Private Placement, the shares for debt transaction, the Prudhomme property acquisition and the Goldmindex disposition. In connection with reinstatement for trading, the Company will be placed on a 90-day Notice to Transfer to NEX due to current listing requirement deficiencies.

Working Capital

The Company's working capital deficiency was $8,160,156 as at January 31, 2026. Upon completion of the Private Placement, the Company expects to have sufficient funds to meet the working capital requirements of the TSXV. In addition, the Company expects to improve its financial position through: (i) the settlement of approximately $2,050,498.10 of indebtedness through the shares for debt transaction; and (ii) the write-off of approximately $4,273,227.91 of liabilities in connection with the Goldmindex disposition. Following completion of all contemplated transactions, the Company estimates its working capital to be approximately $422,421.

Activity

The annual financials for the year ended October 31, 2024 demonstrate that the Company did not incur any exploration expenditure in 2024. As of the October 31, 2025 year end audit, $150,558 was expensed in exploration and evaluation costs on the Prudhomme property.

Promissory Notes

The Company entered into binding debt recognition agreements, in the form of promissory notes, with François Perron (former CEO) on March 14, 2023, to acknowledge the $50,000 in advances he provided to the Company to cover ongoing operating expenses. The Company also entered into a binding debt recognition agreement, in the form of a promissory note, with Santiago Yepez (former VP, Ecuador Operations) on March 1, 2023, to acknowledge the US$30,045 in advances he made to fund operational expenses in Ecuador. The Company has obtained consent extending the due date of both promissory notes for two years (to January 30, 2028 for Francois Perron and to October 22, 2027 for Santiago Yepez). These extensions were granted without bonus or security. The Company plans to repay the loans from future financings.

Investor Relations Contracts

The Company had historically entered into certain Investor Relations Contracts, all of which have been terminated. The following disclosure is provided at the request of the TSXV for historical purposes.

The Company entered into a market?making agreement with Independent Trading Group ("ITG") on October 19, 2020. As consideration for the services provided, the Company agreed to pay a monthly fee of CAD$5,000. The agreement had an initial term of three months commencing on October 19, 2020, and automatically renewed for successive one?month terms unless either party provided at least thirty (30) days' written notice prior to the end of the initial or any subsequent term. The agreement could be terminated by either party upon thirty (30) days' advance written notice. ITG is an independent CIRO dealer member firm with its offices in Toronto, Ontario. ITG is a participant on both Canada and US exchanges. A total of $80,000 was paid to ITG. This agreement was terminated effective June 30, 2023.

In addition, the Company entered into arrangements with Pinnacle Capital Market Ltd. to provide digital awareness (total paid $79,100 between February 2022 and June 2023 in monthly payments, when the arrangement was terminated), Proactive Investors North America Inc. to provide a profile page on their news website and interviews (total paid $55,650 between September 2021 and August 2022 in two payments, when the arrangement was terminated), and IPE Investment Pitch Enterprises to prepare and film video content to assist management in reaching a broader shareholder base (total paid $10,500 in February 2021 in a single payment, after which the arrangement was terminated).

About Lucky Minerals Inc.

Lucky is an exploration and development company targeting large-scale mineral systems in proven districts with the potential to host world class deposits.

ON BEHALF OF THE BOARD

"Patrick Laforest"

President, CEO and Chief Operating Officer

Further information on Lucky can be found on the Company's website at www.luckyminerals.com and at www.sedarplus.ca, or by email at investors@luckyminerals.com or by telephone at (866) 924 6484.

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

Cautionary Statement Regarding Forward-Looking Information

This news release contains "forward-looking information" within the meaning of applicable Canadian securities laws (collectively, "forward-looking statements"). Forward-looking statements in this news release include, but are not limited to, statements regarding: completion of the Private Placement, the shares for debt transaction, the Prudhomme property acquisition and the Goldmindex disposition; the anticipated use of proceeds of the Private Placement; the Company's expectation of reinstatement for trading on the TSX Venture Exchange (the "TSXV"); the Company's ability to satisfy the continued listing requirements of the TSXV; the anticipated improvement of the Company's financial position and working capital; the completion and timing of required regulatory approvals, including acceptance by the TSXV; and the Company's future exploration and development plans.

Forward-looking statements are typically identified by words such as "anticipate", "expect", "intend", "plan", "believe", "estimate", "will" and similar expressions, or statements that certain events or conditions "may", "could", "would" or "will" occur. These statements are based on a number of assumptions considered reasonable by management at the date such statements are made, including, without limitation: that the Company will be able to complete the Private Placement, the shares for debt transaction, the Prudhomme property acquisition and the Goldmindex disposition on the terms presently contemplated or at all; that the Company will obtain all required regulatory approvals, including TSXV acceptance, in a timely manner; that financing will be available on acceptable terms; and that general business and economic conditions will not change in a materially adverse manner.

Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements of the Company to differ materially from those expressed or implied by such forward-looking statements. Such risks and uncertainties include, but are not limited to: the risk that the transactions described in this news release will not be completed on the terms described or at all; the risk that required regulatory approvals, including TSXV acceptance, will not be obtained; the risk that the Company will not be able to satisfy the continued listing requirements of the TSXV or be reinstated for trading; the risk that the Company's financial position and working capital may not improve as anticipated; risks related to the Company's ability to raise additional capital; risks inherent in mineral exploration and development activities; commodity price fluctuations; operational risks; and changes in general economic, market, regulatory and political conditions.

Readers are cautioned that the foregoing list of assumptions and risk factors is not exhaustive. Additional information on these and other risks and uncertainties that could affect the Company's business, operations and financial results is included in the Company's continuous disclosure filings available under the Company's profile on SEDAR+.

Forward-looking statements contained in this news release are made as of the date of this news release and the Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable securities laws. Readers are cautioned not to place undue reliance on forward-looking statements.

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