(TheNewswire)
Vancouver, British Columbia - TheNewswire - December 20, 2023 - Lucky Minerals Inc. (TSXV:LKY ) ( OTC:LKMNF ) ( FRA:LKY) (“ Lucky ” or the “ Company ”) is pleased to announce that it has enteredinto an arm's length option agreement (the " Option Agreement ")dated as of December 18, 2023, with Fire GoldResources Inc . (“ Fire Gold ”), andPatricia Lafontaine (“ Lafontaine ” and together with Fire Gold, the“ Vendors ”), pursuant to which the Companyhas been granted an option (the " Option ") toacquire a 100% beneficial and legal interest in the Prudhomme Project located in Northern Quebec , Canada (the " Property "). Thispolymetallic project (“ Project ”) has been previously explored. Alldollar amounts in this news release are in Canadian dollars.
The terms of the Option Agreement are set forthbelow.
In order to exercise the Option and acquire a100% interest in the Property, the Company is required to:
(a) incur at least $4,000,000 inexploration expenditures on the Property over 4 years. A minimum of $1.5 million is to be incurred in the first twoyears.
(b) issue common shares to theVendors as follows:
(i) such number of common sharesof the Company (“ CommonShares ”) having an aggregate value of $150,000at a deemed issue price per share equal to that of the securitiesissued pursuant to a concurrent financing of the Company on or beforeninety (90) business days after the date of execution of the OptionAgreement and the date on which certain conditions precedent (as setforth in the Option Agreement) are fulfilled or waived in accordancewith the Option Agreement (the “ Satisfaction Date ”);
(ii) such number of Common Shareshaving an aggregate value of $200,000 on orbefore the first anniversary of the Satisfaction Date, calculatedbased on the 5 day trading average price of the Common Shares on theTSX Venture Exchange (“ TSXV ”) ending prior to the day on which therespective payment is due (the “ 5-day VWAP ”), inquarterly installments;
(iii) such number of CommonShares having an aggregate value of $200,000 onor before the second anniversary of the Satisfaction Date, calculatedbased on the 5-day VWAP, in quarterly installments; and
(iv) such number of Common Shareshaving an aggregate value of $200,000 on orbefore the third anniversary of the Satisfaction Date, calculatedbased on the 5-day VWAP, in quarterly installments;
(c) make milestone cash paymentsto the Vendors in the aggregate amount of$6,250,000 as follows :
(I) an aggregate of $750,000within six (6) months of the Company filing on SEDAR+ a finaltechnical report prepared in compliance with National Instrument43-101 - Standards of Disclosure for Mineral Projects (“ NI 43-101 ”), whichestablishes a mineral resource estimate on the Property containinggreater than 0.5 billion pounds of copper equivalent;
(ii) an aggregate of $500,000within six (6) months of the Company filing on SEDAR+ a bankablefeasibility study in respect of the Property, including an ore reservecalculation compliant with NI 43-101;
(iii) an aggregate of $1,000,000within 30 days of the board of directors of the Company approving toproceed with commercial production of the Property; and
(iv) an aggregate of $4,000,000within 30 days of the Company commencing commercial production of the Property.
The Vendors will retain a 2% Gross Metals Royalty(“ GMR ”) on the Property. For so long as the Company holds aninterest in the Property the Company shall have the right to purchaseat any time 1% of the Vendors’ GMR (for cancellation) for a purchaseprice of $2,000,000.
The Option Agreement also includes that the Company isrequired to, among other things, settle in full the unsecuredconvertible debenture issued by the Company in the principal amount of$1,380,000 ($1,453,518 inclusive of interest, as at July 31, 2023),complete a financing of a minimum of $200,000, and receive TSXVacceptance in respect of the foregoing. TheCompany plans to provide a detailed summary of the financing in aseparate news release to be issued in the near future.
The Prud’homme project
The Prud’homme project, comprised of 181 claimscovering approximately 8,145 ha, is located in northern Quebecapproximately 60 km west of Kuujjuak and 40 km south of Tasiujaq, bothof these communities are serviced by their respective airports andhave access to deep tide sea water.
The project area has had significant work since the1950’s where there are currently three zones of mineralization thathave been well identified in the geologic literature: Soucy (A&D)as well as the Prud’homme 1 North and South. The historical reportsrefer to mineral deposits (not compliant with NI 43-101 requirements)as follows:
Summary table below of historical data on Prud’hommeand Soucy deposits (Sigeom, GM-54631 as cited by Wares, R.P.,1995)
The Company is completing a National Instrument 43-101compliant report in conjunction with this acquisition.
Following the acquisition of the Property, the Companyintends to initiate a comprehensive process of compiling, digitizing,and evaluating all available geoscientific data pertaining to theProperty. This data will then be utilized to formulate an explorationstrategy, employing modern, systematic exploration techniques. Theobjective is to extend mineralization into newly identified potentialzones, as revealed through geophysical studies, and to investigate thepotential at greater depths, given that historical drilling typicallydoes not exceed 300 meters from the surface.
The Company confirms this Option Agreement is afundamental acquisition under TSXV policy as the Company expects tospend more than 50% of its time and expenditure, on this property overthe next 12 months. The Company’s shares will be halted and willremain halted pending TSXV approval.
The Next Steps
The Company is presently in discussions with itsdebentureholders and creditors and will provide further news releasesas these discussions are concluded.
The Company also intends to proceed with aconsolidation (the “ Consolidation ”) ofits issued and outstanding common shares (“ Common Shares ”) on the basis of one (1) new post-consolidationcommon share for every ten (10) pre-consolidation common shares, subject to receipt of applicable regulatoryapproval. The Company currently has 202.5 million common shares issued and outstanding andfollowing the completion of the Consolidation, the Company will haveapproximately 20.3 million post-consolidation common sharesoutstanding. No fractional shares will be issued as a result of theConsolidation. Each fractional share following the Consolidation thatis less than one-half of a share will be cancelled and each fractionalshare that is at least one-half of a share will be rounded up to thenearest whole share. All options and warrants outstanding will reflectthe change in accordance with the Consolidation.
The Company will then alsocomplete a private placement financing for a minimum of $750,000 inaccordance with TSX Venture policies to meet its initial commitmentsunder the Option Agreement and the required working capital inaccordance with TSXV policies.
Pursuant to the policies of the TSXV, the OptionAgreement and the issuance of the Common Shares (on apost-Consolidation bases) are subject to receipt of all necessarycorporate and regulatory approvals, including the approval of theTSXV. All Common Shares issued will be on a post-Consolidation basisand subject to a statutory hold period of four months plus a day fromthe date of issuance in accordance with applicable securitieslegislation.
About Lucky Minerals Inc.
Lucky is an exploration and development companytargeting large-scale mineral systems in proven districts with thepotential to host world class deposits.
Qualified Person
Patrick Laforest, B.Sc., MBA, P.Geo. who is anindependent Qualified Person (QP) as defined in NI 43-101, Standardsof Disclosure for Mineral Projects has reviewed and approved thetechnical information contained in this news release.
ON BEHALF OF THE BOARD
“ François Perron ”
President and Chief Executive Officer
Further information on Lucky can be found on theCompany’s website at www.luckyminerals.com and at www.sedarplus.ca,or by contacting Francois Perron, by email atinvestors@luckyminerals.com or by telephone at (866) 9246484.
Neither the TSX Venture Exchange norits Regulation Services Provider (as that term is defined in thepolicies of the TSX Venture Exchange) accepts responsibility for theadequacy or accuracy of this release.
Cautionary Statement RegardingAdjacent Properties and Forward-Looking Information
This news release containsforward-looking statements relating to the future operations of theCompany 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 ofhistorical fact, included in this release, including, withoutlimitation, statements regarding the future plans and objectives ofthe Company are forward-looking statements that involve risks anduncertainties. There can be no assurance that such statements willprove to be accurate and actual results and future events could differmaterially from those anticipated in such statements. Such factorsinclude, but are not limited to: uncertainties related exploration anddevelopment; the ability to raise sufficient capital to fundexploration and development; changes in economic conditions orfinancial markets; increases in input costs; litigation, legislative,environmental and other judicial, regulatory, political andcompetitive developments; technological or operational difficulties orinability to obtain permits encountered in connection with explorationactivities; and labor relations matters. This list is not exhaustiveof the factors that may affect the Company’s forward-lookinginformation. Important factors that could cause actual results todiffer materially from the Company’s expectations also include risksdetailed from time to time in the filings made by the Company withsecurities regulators.
The reader is cautioned thatassumptions used in the preparation of any forward-looking informationmay prove to be incorrect. Events or circumstances may cause actualresults to differ materially from those predicted, as a result ofnumerous known and unknown risks, uncertainties, and other factors,many of which are beyond the control of the Company. The reader iscautioned not to place undue reliance on any forward-lookinginformation. Such information, although considered reasonable bymanagement at the time of preparation, may prove to be incorrect andactual results may differ materially from those anticipated.Forward-looking statements contained in this news release areexpressly qualified by this cautionary statement. The forward-lookingstatements contained in this news release are made as of the date ofthis news release and the Company will not update or revise publiclyany of the included forward-looking statements as expressly requiredby Canadian securities law.
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