Mr. Francois Perron reports

LUCKY SIGNS OPTION AGREEMENT FOR PRUDHOMME PROJECT IN QUEBEC

Lucky Minerals Inc. has entered into an arm's-length option agreement dated as of Dec. 18, 2023, with Fire Gold Resources Inc. and Patricia Lafontaine (the vendors), pursuant to which the company has been granted an option to acquire a 100-per-cent beneficial and legal interest in the Prudhomme project located in Northern Quebec, Canada. This polymetallic project has been previously explored. All dollar amounts in this news release are in Canadian dollars.

The terms of the option agreement are set forth below.

In order to exercise the option and acquire a 100-per-cent interest in the property, the company is required to:

1. Incur at least $4-million in exploration expenditures on the property over four years. A minimum of $1.5-million is to be incurred in the first two years.
2. Issue common shares to the vendors as follows:
   1. Such number of common shares of the company having an aggregate value of $150,000 at a deemed issue price per share equal to that of the securities issued pursuant to a concurrent financing of the company on or before 90 business days after the date of execution of the option agreement and the date on which certain conditions precedent (as set forth in the option agreement) are fulfilled or waived in accordance with the option agreement (the satisfaction date);
   2. Such number of common shares having an aggregate value of $200,000 on or before the first anniversary of the satisfaction date, calculated based on the five-day trading average price of the common shares on the TSX Venture Exchange, ending prior to the day on which the respective payment is due, in quarterly instalments;
   3. Such number of common shares having an aggregate value of $200,000 on or before the second anniversary of the satisfaction date, calculated based on the five-day VWAP (volume-weighted average price), in quarterly instalments; and
   4. Such number of common shares having an aggregate value of $200,000 on or before the third anniversary of the satisfaction date, calculated based on the 5-day VWAP, in quarterly instalments;
3. Make milestone cash payments to the vendors in the aggregate amount of $6.25-million as follows:
   1. An aggregate of $750,000 within six months of the company filing on SEDAR+ a final technical report prepared in compliance with National Instrument 43-101 -- Standards of Disclosure for Mineral Projects, which establishes a mineral resource estimate on the property containing greater than 0.5 billion pounds of copper equivalent;
   2. An aggregate of $500,000 within six months of the company filing on SEDAR+ a bankable feasibility study in respect of the property, including an ore reserve calculation compliant with NI 43-101;
   3. An aggregate of $1-million within 30 days of the board of directors of the company approving to proceed with commercial production of the property; and
   4. An aggregate of $4-million within 30 days of the company commencing commercial production of the property.

The vendors will retain a 2-per-cent gross metals royalty (GMR) on the property. For so long as the company holds an interest in the property, the company shall have the right to purchase at any time 1 per cent of the vendors' GMR (for cancellation) for a purchase price of $2-million.

The option agreement also includes that the company is required to, among other things, settle in full the unsecured convertible debenture issued by the company in the principal amount of $1.38-million ($1,453,518 inclusive of interest, as at July 31, 2023), complete a financing of a minimum of $200,000 and receive TSX-V acceptance in respect of the foregoing. The company plans to provide a detailed summary of the financing in a separate news release to be issued in the near future.

The Prudhomme project

The Prudhomme project, composed of 181 claims covering approximately 8,145 hectares, is located in Northern Quebec, approximately 60 km west of Kuujjuak and 40 km south of Tasiujaq. Both of these communities are serviced by their respective airports and have access to deep tide seawater.

The project area has had significant work since the 1950s, where there are currently three zones of mineralization that have been well identified in the geologic literature: Soucy (A&D), as well as the Prudhomme 1 North and South. The historical reports refer to mineral deposits (not compliant with NI 43-101 requirements) as shown in the associated table.

Summary table (attached) of historical data on Prudhomme and Soucy deposits (Sigeom, GM-54631, as cited by R.P. Wares, 1995)

The company is completing a National Instrument 43-101-compliant report in conjunction with this acquisition.

Following the acquisition of the property, the company intends to initiate a comprehensive process of compiling, digitizing and evaluating all available geoscientific data pertaining to the property. These data will then be utilized to formulate an exploration strategy, employing modern, systematic exploration techniques. The objective is to extend mineralization into newly identified potential zones, as revealed through geophysical studies, and to investigate the potential at greater depths, given that historical drilling typically does not exceed 300 metres from the surface.

The company confirms this option agreement is a fundamental acquisition under TSX-V policy, as the company expects to spend more than 50 per cent of its time and expenditure on this property over the next 12 months. The company's shares will be halted and will remain halted pending TSX-V approval.

The next steps

The company is presently in discussions with its debentureholders and creditors, and will provide further news releases as these discussions are concluded.

The company also intends to proceed with a consolidation of its issued and outstanding common shares on the basis of one new postconsolidation common share for every 10 preconsolidation common shares, subject to receipt of applicable regulatory approval. The company currently has 202.5 million common shares issued and outstanding, and following the completion of the consolidation, the company will have approximately 20.3 million postconsolidation common shares outstanding. No fractional shares will be issued as a result of the consolidation. Each fractional share following the consolidation that is less than one-half of a share will be cancelled and each fractional share that is at least one-half of a share will be rounded up to the nearest whole share. All options and warrants outstanding will reflect the change in accordance with the consolidation.

The company will then also complete a private placement financing for a minimum of $750,000 in accordance with TSX Venture Exchange policies, to meet its initial commitments under the option agreement and the required working capital in accordance with TSX-V policies.

Pursuant to the policies of the TSX-V, the option agreement and the issuance of the common shares (on a postconsolidation basis) are subject to receipt of all necessary corporate and regulatory approvals, including the approval of the TSX-V. All common shares issued will be on a postconsolidation basis and subject to a statutory hold period of four months plus a day from the date of issuance, in accordance with applicable securities legislation.

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.

Qualified person

Patrick Laforest, BSc, MBA, PGeo, who is an independent qualified person (QP), as defined in National Instrument 43-101 -- Standards of Disclosure for Mineral Projects, has reviewed and approved the technical information contained in this news release.

We seek Safe Harbor.