LUCKY ANNOUNCES $1,080,000 NON-BROKERED PRIVATE PLACEMENT OF FLOW-THROUGH UNITS & NON-FLOW-THROUGH UNITS AND CORPORATE UPDATE
Lucky Minerals Inc. has arranged a non-brokered private placement of flow-through units and non-flow-through units for gross proceeds of $1.08-million.
The private placement will consist of: (i) two million flow-through units at a price of 10 cents per FT unit; and (ii) 8.8 million hard-dollar units at a price of 10 cents per non-FT unit for aggregate gross proceeds of $1.08-million. The FT shares, defined below, will qualify as flow-through shares within the meaning of the Income Tax Act (Canada).
Each FT unit consists of one common share of the company and one common share purchase 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 15 cents 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 15 cents for five years from the date of issue.
The company may pay finders’ fees on a portion of the private placement in accordance with applicable securities laws and the policies of the TSX Venture Exchange consisting of a cash fee equal to up to 7 per cent of the gross proceeds raised under the private placement and/or finder warrants in an amount equal to up to 7 per cent 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 15 cents per share for a period of five years from the date of issue. PowerOne Capital Markets Ltd., an exempt market dealer in Ontario, is acting as lead finder in connection with the private placement, on a commercially reasonable effort 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 the news release dated Dec. 20, 2023.
The private placement is anticipated to close in one or more tranches, 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 issued by the B.C. 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 Oct. 2, 2025, the company filed its audited annual financial statements for the years ended Oct. 31, 2024, and 2023, interim financial report for the periods ended Jan. 31, 2025, April 30, 2025, and July 31, 2025, and the related management’s discussion and analysis.
All securities issued pursuant to the private placement 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 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 per cent 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 Aug. 29, 2025, with the vendors of the Prudhomme property, to, among other things, extend the outside date as defined in the option agreement dated Dec. 18, 2023, as amended, from June 30, 2025, and Aug. 31, 2025, to Oct. 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 transferred its mineral claims to Ms. Lafontaine. Effective as of April 28, 2025, Ms. 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 Dec. 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.
