Fidelity Minerals Announces Loans from Lions Bay Capital Inc. and Closing of Shares for Debt Transaction

(TheNewswire)

Vancouver, BC – TheNewswire - November 20, 2025 – Fidelity Minerals Corp. (TSX-V: FMN | FSE: S5GM | SSE: MNYC)(“ Fidelity ” or the “ Company ”) is pleasedto announce that, further to the news release of October 17, 2025, theCompany has settled debt in the amount of approximately $436,975 by the issuance of3,361,344 common shares at a deemed price of $0.13 per share (the“ SettlementShares ”).  The Settlement Shares were issuedon November 19, 2025, and are subject to a four-month hold periodexpiring on March 20, 2026.

The debt settled was owed toLions Bay Capital Inc. (“ Lions Bay ”) related to outstanding loans.Lions Bay is a major shareholder of Fidelity and has providedcontinued support to Company since December of 2022 which totalled$436,975 prior to the shares for debt settlement. On November 18,2025, the Company entered into a formal Promissory Note with Lions Bayestablishing that the $436,975 were unsecured, non-interest andpayable on or before December 31, 2025. Subsequent to the shares fordebt transaction, Lions Bay is owed AUD $198,525 from GreensandsAustralia Pty Ltd. which is a 75% owned subsidiary of theCompany.

The debt settlement is a "related partytransaction" under Policy 5.9 of the TSX Venture Exchange andMultilateral Instrument 61-101 – Protection of Minority SecurityHolders in Special Transactions ("MI 61-101"). The debtsettlement is exempt from the minority approval and formal valuationrequirements of MI 61-101 pursuant to subsections 5.5(a) and 5.7(1)(a)of MI 61-101 as neither the fair market value of the debt, nor thefair market value of the shares to be issued in settlement of thedebt, exceeds 25% of the Company's market capitalization.

About Fidelity Minerals Corp.

Fidelity Minerals Corp. has assembled a portfolio ofhigh-quality mining assets and is targeting large scale copper andgold and aims to delineate major deposits on these properties thatcould attract the interest of mid-tier and major mining companies. TheCompany is focused on progressing its most advanced project – LasHuaquillas, which is a gold, copper and silver in Northern Peru.Fidelity is also looking to opportunistically expand its projectportfolio with accretive acquisitions. The Company is backed by anexperienced management team with diverse technical, market, andcommercial expertise and is supported by committed, and sophisticatedinvestors focused on building long-term value.

On behalf of the Board of Fidelity Minerals.

Ian Graham
Interim CEO and Director

Phone: 1-604-671-1353
Email: igraham@fidelityminerals.com

For more information, please visit the corporatewebsite at http://www.fidelityminerals.com orcontact:

NEITHER THE TSXVENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM ISDEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTSRESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS NEWSRELEASE.

Disclaimer & Forward-LookingStatements:

This press release contains certain“forward-looking statements” within the meaning of Canadiansecurities legislation, including, but not limited to, statementsregarding the Shares for Debt Settlement is subject to regulatoryapproval, including approval of the TSX Venture Exchange; theCompany’s plans with respect to its resource projects and the timingrelated thereto, the merits of the Company’s projects, and the Company’sobjectives, plans and strategies. Although the Company believes thatsuch statements are reasonable, it can give no assurance that suchexpectations will prove to be correct. Forward-looking statements arestatements that are not historical facts; they are generally, but notalways, identified by the words “expects,” “plans,”“anticipates,” “believes,” “intends,” “estimates,”“projects,” “aims,” “potential,” “goal,”“objective,”, “strategy”, “prospective,” and similarexpressions, or that events or conditions “will,” “would,”“may,” “can,” “could” or “should” occur, or are thosestatements, which, by their nature, refer to future events. TheCompany cautions that forward-looking statements are based on thebeliefs, estimates and opinions of the Company’s management on thedate the statements are made and they involve a number of risks anduncertainties. Consequently, there can be no assurances that suchstatements will prove to be accurate and actual results and futureevents could differ materially from those anticipated in suchstatements. Except to the extent required by applicable securitieslaws and the policies of the TSX Venture Exchange, the Companyundertakes no obligation to update these forward-looking statements ifmanagement’s beliefs, estimates or opinions, or other factors,should change. Factors that could cause future results to differmaterially from those anticipated in these forward-looking statementsinclude the risk of accidents and other risks associated with mineralexploration operations, the risk that the Company will encounterunanticipated geological factors, or the possibility that the Companymay not be able to secure permitting and other agency or governmentalclearances, necessary to carry out the Company’s exploration plans,risks of political uncertainties and regulatory or legal changes inthe jurisdictions where the Company carries on its business that mightinterfere with the Company’s business and prospects. The reader isurged to refer to the Company’s reports, publicly available throughthe Canadian Securities Administrators’ System for ElectronicDocument Analysis and Retrieval (SEDAR+) at www.sedarplus.ca for amore complete discussion of such risk factors and their potentialeffects.

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