SEARCH MINERALS ANNOUNCES ADDITIONAL SHARES-FOR-DEBT TRANSACTIONS
Search Minerals Inc. has entered into transactions with certain creditors for debt arising from the settlement agreements it entered into with Dr. Randy Miller, PhD, PGeo, Longpoint Energy Group Inc. and JCL Consulting Group, who are creditors of the company.
Pursuant to the agreements, the company has agreed to settle an aggregate of $395,496 outstanding indebtedness through the issuance of 790,992 common shares of the company at a deemed price of 50 cents per share.
The shares-for-debt transactions are being undertaken by the company in order to preserve cash and strengthen its balance sheet. The shares issued pursuant to the shares-for-debt transactions will be subject to a statutory hold period of four months and one day from the date of issuance in accordance with applicable securities laws and TSX Venture Exchange policies.
Insider participation
Dr. Miller and JCL Consulting Group (a company controlled by Mr. Lanzon) are related parties of the company. Accordingly, the issuance of shares to Dr. Miller and JCL Consulting Group constitutes related party transactions under Multilateral Instrument 61-101 — Protection of Minority Security Holders in Special Transactions.
The company is relying on the exemptions from the formal valuation requirement under Section 5.5(b) of MI 61-101 and the minority shareholder approval requirement under Section 5.7(a) of MI 61-101, as the fair market value of the shares to be issued to the related party does not exceed 25 per cent of the company’s market capitalization.
No new control person will be created as a result of the shares-for-debt transactions.
TSX-V approval
Completion of the shares-for-debt transactions remains subject to the approval of the TSX-V.
Closing of LeadFX — shares for debt
The company also announces today that further to the company’s press releases of Sept. 17, 2025, and Dec. 3, 2025, the company has received the approval of the TSX Venture Exchange to settle $404,054 in debt owing to LeadFX through the issuance of 808,107 common shares of the company. The shares were issued on Dec. 1, 2025, and are subject to a four-month hold period in accordance with applicable securities laws.
Following the issuance of the shares, the LeadFX debt is now settled and extinguished.
About Search Minerals Inc.
Search Minerals is focused on exploring for and developing Critical rare-earths elements (CREE) as well as transition metals zirconium (Zr) and hafnium (Hf) within the emerging Port Hope Simpson — St. Lewis CREE district of southeast Labrador. The company controls two deposits (Foxtrot and Deep Fox), two drill-ready prospects (Fox Meadow and Silver Fox) and numerous other CREE prospects, including Fox Valley, Foxy Lady and Awesome Fox, along a 64-kilometre-long belt forming a CREE district in Labrador.
Search Minerals also controls additional CREE assets in the Red Wine CREE district of central Labrador. These include: the drill-ready Two Tom Lake CREE-Be-Nb deposit, the Mann No. 1 CREE-Nb-Be prospect and Merlot CREE prospect.
