Lucky Announces Shares For Debt Transaction

(TheNewswire)

Not for distribution to United States news wire services or fordissemination in the United States

Vancouver, British Columbia, December19, 2025 – TheNewswire- Lucky Minerals Inc.(TSXV:LKY, OTC:LKMNF, FRA:LKY) (“Lucky” or the “Company”)is subject to a failure-to-file cease tradeorder (the “FFCTO”) issued by the British ColumbiaSecurities Commission in March, 2025 for failure to file its annualfinancial statements, annual management’s discussion and analysis,and certification of annual filings for its fiscal year ended October31, 2024 (the “Filings”). The Filings were filed on October2, 2025 and are available under the Company's profile on SEDAR+at www.sedarplus.ca.

Upon the revocation of the FFCTO by the BritishColumbia Securities Commission, the Company intends to settleoutstanding indebtedness. The Company has entered into shares for debtagreements with various creditors, including three persons who aredirectors and/or officers of the Company, to settle an aggregate of$1,969,391.05 of debt through the issuance of 19,693,908  commonshares of the Company at a deemed price of $0.10 per common share (the"Transaction"). A portion of such aggregate outstanding indebtednessowed by the Company is $1,600,293.33, which aggregate sum represents all principal and interestfor convertible debentures.

Directors and officers of the Company, including PanOcean Consulting Ltd. (a private company owned by a director of theCompany) will participate in the Transaction by convertingapproximately $190,000 of their outstanding consulting fees, andofficer and directors’ fees, into approximately 1,900,000 CommonShares.

All securities issued pursuant to the Transaction willbe subject to a four (4) month plus a day hold period from the date ofissuance in accordance with applicable securities legislation andpolicies of the TSX Venture Exchange.

The proposed issuance of Common Shares to directors andofficers of the Company pursuant to the Transaction will each beconsidered a “related party transaction” as defined inMultilateral Instrument 61-101 – Protection of Minority Securityholders in Special Transactions (“MI 61-101“). TheCompany will rely upon exemptions from the valuation and minorityshareholder approval requirements of Multilateral Instrument 61-101contained in sections 5.5(a) and 5.7(1)(a), respectively, with respectto the issuance of the Common Shares to the directors andofficers.

The Transaction is subject to TSX Venture Exchangeapproval and the revocation of the FFCTO.  

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 Chief Operating Officer

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 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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