Lucky Announces $1,080,000 Non-Brokered Private Placement Of Flow-Through Units & Non-Flow-Through Units And Corporate Update

(TheNewswire)

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Vancouver, British Columbia, December19, 2025 – TheNewswire- Lucky Minerals Inc.(TSXV:LKY, OTC:LKMNF, FRA:LKY) (“Lucky” or the “Company”)is pleased to announce a non-brokered privateplacement of flow-through units and non-flow-through units for grossproceeds of $1,080,000 (the “Private Placement”).

The Private Placement will consist of: (i) 2,000,000flow-through units (“FTUnits”) at a price of $0.10 per FT Unit; and(ii) 8,800,000 hard dollar units (“non-FT Units”) at aprice 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 “TaxAct”).

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 TaxAct. Each Warrant being exercisable for an additional common share ofthe Company (each of which will not qualify as a “flow-throughshare” under the Tax Act) at an exercise price of $0.15 for fiveyears from the date of issue.  

Each non-FT Unit will consist of one common share andone full Warrant at an exercise price of $0.15 for five years from thedate of issue.

The Company may pay finder's fees on a portion ofthe Private Placement in accordance with applicable securities lawsand the policies of the TSX Venture Exchange (the “Exchange”)consisting of a cash fee equal to up to 7% of the gross proceedsraised under the Private Placement and/or finder warrants(“FinderWarrants”) in an amount equal to up to 7% ofthe number of FT Units and non-FT Units sold pursuant to the PrivatePlacement. Each Finder Warrant will entitle the holder thereof topurchase one common share at a price of $0.15 per share for a periodof five years from the date of issue. PowerOne Capital Markets Limited(“PowerOne”), an exempt market dealer in Ontario, is acting as leadfinder in connection with the Private Placement, on a commerciallyreasonable efforts basis.

The net proceeds of the Private Placement will be usedon the exploration of thePrudhomme property located in NorthernQuebec, Canada and forgeneral working capital purposes. See News Release dated December 20, 2023.

The Private Placement is anticipated to close in one ormore tranche(s), subject to the satisfaction of certain conditions,including, but not limited to, the receipt of all necessary regulatoryand other approvals, including Exchange approval.

The Company is subject to a failure-to-file cease tradeorder (the “FFCTO”) issued by the British ColumbiaSecurities Commission on March 6, 2025 for failure to file certaincontinuous disclosure documents. On July 21, 2025, the Companyreceived a partial revocation order of the FFCTO to permit themarketing of the Private Placement.  On October 2, 2025, the Companyfiled its audited annual financial statementsfor the years ended October 31, 2024 and 2023,interim financial report for the periods endedJanuary 31, 2025, April 30, 2025, July 31, 2025 and relatedmanagement’s discussion and analysis(collectively, the “Required Filings”).

All securities issued pursuant to the Private Placementwill be subject to a four (4) month plus a day hold period from thedate of issuance in accordance with applicable securities legislationand policies of the Exchange.

The Company is applying to the Exchange to reinstateits shares for trading. Reinstatement to trading can occur only whenthe cease trade order is revoked and the Exchange has concluded itsreinstatement review to ensure the Company has satisfactorily compliedwith Exchange requirements.

A substantial portion of the funds raised in thePrivate Placement will be placed in escrow with PowerOne (or anaffiliate of PowerOne) until certain conditions are met with respectto the lifting of the FFCTO and approval of the Exchange forreinstatement of trading of the Company’s common shares. No morethan 15% of the funds raised in the Private Placement will beavailable to the Company prior to receipt of a full revocation of theFFCTO, amongst other conditions. The receipt of a final revocationorder with respect to the FFCTO is a condition of escrow release forthe balance of the funds raised in the Private Placement.

Prudhomme Property OptionAgreement

The Company has entered into further amendingagreements dated as of April 28, 2025, June 27, 2025 and August 29,2025 with the vendors of the Prudhomme property, to, among otherthings extend the Outside Date as defined in the option agreementdated December 18, 2023, as amended, from June 30, 2025, and August31, 2025 to October 31, 2025.  In addition, the Company and thevendors, Fire Gold Resources Inc. and Patricia Lafontaine, enteredinto a transfer acknowledgment agreement whereby Fire Gold ResourcesInc. transferred its mineral claims to Patricia Lafontaine. Effectiveas of April 28, 2025, Patricia Lafontaine is the sole holder of thetransferred claims under the option agreement. All other terms of theoption agreement remain unchanged and can be found in theCompany's press releases dated December 20, 2023 and June 13,2025.

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.

ON BEHALF OF THE BOARD

“PatrickLaforest”

President, CEO and COO

Further information on Lucky can be found on theCompany’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 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 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 will prove to be accurate andactual results and future events could differ materially from thoseanticipated in such statements. Such factors include, but are notlimited to: uncertainties related exploration and development; theability to raise sufficient capital to fund exploration anddevelopment; changes in economic conditions or financial markets;increases in input costs; litigation, legislative, environmental andother judicial, regulatory, political and competitive developments;technological or  operational difficulties or inability to obtainpermits encountered in connection with exploration activities; theproceeds of he Private Placement being sufficient to meet theCompany’s objectives; the required filings resulting in the liftingof the FFCTO; the Exchange approving the reinstatement of the commonshares of the Company for trading;  and labor relations matters. Thislist is not exhaustive of the factors that may affect the Company’sforward-looking information. Important factors that could cause actualresults to differ materially from the Company’s expectations alsoinclude risks detailed from time to time in the filings made by theCompany with securities 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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