21:33:02 EST Fri 19 Dec 2025
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Lucky Minerals arranges shares for debt deal

2025-12-19 18:30 ET - News Release

Mr. Patrick Laforest reports

LUCKY ANNOUNCES SHARES FOR DEBT TRANSACTION

Lucky Minerals Inc. is subject to a failure-to-file cease trade order (the FFCTO) issued by the British Columbia Securities Commission in March, 2025, for failure to file its annual financial statements, annual management's discussion and analysis, and certification of annual filings for its fiscal year ended Oct. 31, 2024 (the filings). The filings were filed of Oct. 2, 2025, and are available under the company's profile on SEDAR+.

Upon the revocation of the FFCTO by the British Columbia Securities Commission, the company intends to settle outstanding indebtedness. The company has entered into shares for debt agreements with various creditors, including three persons who are directors and/or officers of the company, to settle an aggregate of $1,969,391.05 of debt through the issuance of 19,693,908 common shares of the company at a deemed price of 10 cents per common share. A portion of such aggregate outstanding indebtedness owed by the company is $1,600,293.33, which aggregate sum represents all principal and interest for convertible debentures.

Directors and officers of the company, including Pan Ocean Consulting Ltd. (a private company owned by a director of the company) will participate in the transaction by converting approximately $190,000 of their outstanding consulting fees, and officer and directors' fees, into approximately 1.9 million common shares.

All securities issued pursuant to the transaction will be subject to a four-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. 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 transaction is subject to TSX Venture Exchange approval and the revocation of the FFCTO.

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.

We seek Safe Harbor.

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