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Not for distribution to United States news wire services or for dissemination in the United States
Vancouver, British Columbia, December 19, 2025 TheNewswire - Lucky Minerals Inc. (TSXV:LKY, OTC:LKMNF, FRA:LKY) ("Lucky" or the "Company") is pleased to announce a non-brokered private placement of flow-through units and non-flow-through units for gross proceeds of $1,080,000 (the "Private Placement").
The Private Placement will consist of: (i) 2,000,000 flow-through units ("FT Units") at a price of $0.10 per FT Unit; and (ii) 8,800,000 hard dollar units ("non-FT Units") at a price of $0.10 per non-FT Unit for aggregate gross proceeds of $1,080,000. 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 (a "FT Share") of the Company and one common share purchase warrant (each whole warrant, a "Warrant"), each of which will qualify as a "flow-through share" as defined in subsection 66(15) of the Tax Act. Each Warrant being exercisable for an additional common share of the Company (each of which will not qualify as a "flow-through share" under the Tax Act) at an exercise price of $0.15 for five years from the date of issue.
Each non-FT Unit will consist of one common share and one full Warrant at an exercise price of $0.15 for five years from the date of issue.
The Company may pay finder's fees on a portion of the Private Placement in accordance with applicable securities laws and the policies of the TSX Venture Exchange (the "Exchange") consisting of a cash fee equal to up to 7% of the gross proceeds raised under the Private Placement and/or finder warrants ("Finder Warrants") in an amount equal to up to 7% of the number of FT Units and non-FT Units sold pursuant to the Private Placement. Each Finder Warrant will entitle the holder thereof to purchase one common share at a price of $0.15 per share for a period of five years from the date of issue. PowerOne Capital Markets Limited ("PowerOne"), an exempt market dealer in Ontario, is acting as lead finder in connection with the Private Placement, on a commercially reasonable efforts basis.
The net proceeds of the Private Placement will be used on the exploration of the Prudhomme property located in Northern Quebec, Canada and for general working capital purposes. See News Release dated December 20, 2023.
The Private Placement is anticipated to close in one or more tranche(s), subject to the satisfaction of certain conditions, including, but not limited to, the receipt of all necessary regulatory and other approvals, including Exchange approval.
The Company is subject to a failure-to-file cease trade order (the "FFCTO") issued by the British Columbia Securities Commission on March 6, 2025 for failure to file certain continuous disclosure documents. On July 21, 2025, the Company received a partial revocation order of the FFCTO to permit the marketing of the Private Placement. On October 2, 2025, the Company filed its audited annual financial statements for the years ended October 31, 2024 and 2023, interim financial report for the periods ended January 31, 2025, April 30, 2025, July 31, 2025 and related management's discussion and analysis (collectively, the "Required Filings").
All securities issued pursuant to the Private Placement 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 Exchange.
The Company is applying to the Exchange to reinstate its shares for trading. Reinstatement to trading can occur only when the cease trade order is revoked and the Exchange has concluded its reinstatement review to ensure the Company has satisfactorily complied with Exchange requirements.
A substantial portion of the funds raised in the Private Placement will be placed in escrow with PowerOne (or an affiliate of PowerOne) until certain conditions are met with respect to the lifting of the FFCTO and approval of the Exchange for reinstatement of trading of the Company's common shares. No more than 15% of the funds raised in the Private Placement will be available to the Company prior to receipt of a full revocation of the FFCTO, amongst other conditions. The receipt of a final revocation order with respect to the FFCTO is a condition of escrow release for the balance of the funds raised in the Private Placement.
Prudhomme Property Option Agreement
The Company has entered into further amending agreements dated as of April 28, 2025, June 27, 2025 and August 29, 2025 with the vendors of the Prudhomme property, to, among other things extend the Outside Date as defined in the option agreement dated December 18, 2023, as amended, from June 30, 2025, and August 31, 2025 to October 31, 2025. In addition, the Company and the vendors, Fire Gold Resources Inc. and Patricia Lafontaine, entered into a transfer acknowledgment agreement whereby Fire Gold Resources Inc. transferred its mineral claims to Patricia Lafontaine. Effective as of April 28, 2025, Patricia Lafontaine is the sole holder of the transferred claims under the option agreement. All other terms of the option agreement remain unchanged and can be found in the Company's press releases dated December 20, 2023 and June 13, 2025.
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 COO
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 Adjacent Properties and Forward-Looking Information
This news release contains forward-looking statements relating to the future operations of the Company and other statements that are not historical facts. Forward-looking statements are often identified by terms such as "will", "may", "should", "anticipate", "expects" and similar expressions. All statements other than statements of historical fact, included in this release, including, without limitation, statements regarding the future plans and objectives of the Company are forward-looking statements that involve risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Such factors include, but are not limited to: uncertainties related exploration and development; the ability to raise sufficient capital to fund exploration and development; changes in economic conditions or financial markets; increases in input costs; litigation, legislative, environmental and other judicial, regulatory, political and competitive developments; technological or operational difficulties or inability to obtain permits encountered in connection with exploration activities; the proceeds of he Private Placement being sufficient to meet the Company's objectives; the required filings resulting in the lifting of the FFCTO; the Exchange approving the reinstatement of the common shares of the Company for trading; and labor relations matters. This list is not exhaustive of the factors that may affect the Company's forward-looking information. Important factors that could cause actual results to differ materially from the Company's expectations also include risks detailed from time to time in the filings made by the Company with securities regulators.
The reader is cautioned that assumptions used in the preparation of any forward-looking information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of the Company. The reader is cautioned not to place undue reliance on any forward-looking information. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. The forward-looking statements contained in this news release are made as of the date of this news release and the Company will not update or revise publicly any of the included forward-looking statements as expressly required by Canadian securities law.
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