Mr. Patrick Laforest reports
LUCKY ANNOUNCES CORPORATE UPDATE
Lucky Minerals Inc. has made a series of strategic amendments that further strengthen and streamline its option to acquire a 100-per-cent interest in the Prudhomme property, a prospective mineral asset located in Northern Quebec, Canada.
The company has executed two amendment agreements: (i) an amendment, effective June 30, 2026; and (ii) an amendment dated Oct. 8, 2026, each enhancing clarity and alignment under the arm's-length option agreement dated Dec. 18, 2023, as amended. The option agreement grants Lucky, subject to certain conditions and a gross metal royalty, an option to acquire a 100-per-cent interest in the Prudhomme property.
The June amendment was entered into by the company, Yoland Labrie, Patricia
Lafontaine, certain arm's-length claim registrants, Patrick Laforest and critical mineral properties. Under the June amendment,
Ms. Lafontaine,
arm's-length claim registrants, Mr. Laforest and CMP were each referred to as an optionor and as an optionor as vendor whereby: (i) the optionors became parties to, and bound by the terms of the option agreement; (ii) the optionors were the registered holders of a 100-per-cent undivided right, title and interest in and to the property, composed and adjusted to 109 mineral claims; and (iii) Ms. Labrie
and the optionors irrevocably assigned to CMP all of their rights, titles and interests in and to the option agreement, including all economic benefits thereunder. Accordingly, as of June 30, 2026, CMP (a company owned by Ms. Labrie) is the legal and beneficial but not registered holder of a 100-per-cent undivided right, title and interest in and to the property, composed and adjusted to 109 mineral claims.
The June amendment amended the option agreement to provide, among other things, for the following:
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Accelerate the issue to CMP on the closing date the common shares of the company having an aggregate deemed value of $350,000 in the form of 3.5 million common shares of the company and on 12 months and 24 months following the closing date having an aggregate deemed value of $400,000 in the form of common shares (at the floor price of 10 cents per common share) and which shall be calculated based on the 20-day trading average price of the common shares of the company on the TSX Venture Exchange ending prior to the day on which the respective payment is due, less a discount of 20 per cent in quarterly instalments;
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The option agreement and the option may be terminated by written notice to the company if the common shares of the company become subject to a cease trade order or suspension from trading on any recognized stock exchange for a continuous period in excess of 60 calendar days;
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Upon the company earning and acquiring a 100-per-cent interest in the property pursuant to the option agreement, the parties shall enter into a gross metal return royalty agreement, the final terms of which remain subject to TSX-V final approval; and
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If a triggering event (as defined in the June amendment and below) occurs at any time prior to the company having earned a 100-per-cent interest in the property, the company shall:
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Within 15 days of such triggering event, pay to CMP all amounts payable under the option agreement, including, without limitation, those set forth in Section 4.2 of the option agreement, and perform and satisfy all other obligations under this option agreement to the extent capable of being performed on an accelerated basis or, where not so capable, to use
commercially reasonable efforts to cause the same to be performed and satisfied, in each case notwithstanding that the conditions for such payments or obligations may not have been satisfied or that such amounts or obligations would otherwise become due or be required to be performed at a later date; and
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Pay to CMP, concurrently with the closing of the transaction giving rise to such triggering event, an additional amount equal to 20 per cent of the aggregate value of the consideration received or receivable by the company in connection with such triggering event, including, without limitation, any cash, shares, assumption of liabilities, or other forms of consideration.
The triggering event
means the occurrence of any one or more of the following events, in each case prior to the company having earned a 100-per-cent interest in the property, and includes any of the following: (i) a person or group acting jointly or in concert acquiring voting securities of the company that, combined with securities it already owns or controls, carries more than 50 per cent of the votes for electing the company's directors; (ii) the company's shareholders approving a reorganization, merger or consolidation after which the company's existing shareholders no longer own at least 50 per cent of the resulting company's outstanding shares and voting power; (iii) the direct or indirect sale, assignment, transfer, or other disposition by the company of all or substantially all of its rights and interests in and to the property or under the option agreement; or (iv) the sale, assignment, transfer or other disposition, in one or more transactions, of all or substantially all of the assets of the company. For this purpose, voting securities include the company shares and any securities convertible into or exchangeable for voting shares, including options and rights to buy them.
The October amendment, dated as of Oct. 8, 2026
(and effective on the date of TSX Venture Exchange approval), was entered into by the company, Ms. Labrie,
Ms. Lafontaine,
arm's-length claim registrants and
CMP to further amend and clarify the option agreement and the June amendment. Following the October amendment, Ms. Lafontaine and arm's-length claim registrants are each a claim registrant
and collectively the claim registrants. The October amendment provides
clarification, among other things, of the following:
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The claim registrants are no longer referred to as optionors
or optionors as vendors
under the option agreement.
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Fire Gold Resources Inc. and Ms. Lafontaine no longer have any right, title or interest in or to the option agreement or the option, and are no longer a vendor under the option agreement; however, Ms. Lafontaine remains a claim registrant.
- Three mineral claims, being held by a registered, but not beneficial, holder, Mr. Laforest, have been assigned to the assignor, who is the beneficial owner, effective Oct. 7, 2026. Mr. Laforest holds no interest in the aforesaid three mineral claims (and he remains the current registered holder pending completion of title registration with the mineral titles registry).
- Ms.
Labrie, as assignor, and the claim registrants irrevocably assign to CMP all of their rights, title and interests in and to the option agreement, including all economic benefits thereunder,
and CMP assumes that assignment. All payments and share issuances due under the option agreement are to be made or issued to CMP.
- Ms.
Labrie is the sole director, officer and ultimate beneficial owner of CMP.
- The company and the claim registrants do not hold, directly or indirectly, any interest in CMP.
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CMP as the vendor, in its sole discretion, may terminate the option agreement, as amended, and the option by written notice to the company if the common shares of the company become subject to a cease trade order or suspension from trading on any recognized stock exchange for a continuous period in excess of 60 calendar days.
- The obligations and penalties to keep the property in good standing set forth in paragraph (e) of Section 6.1 of the option agreement (and its reference in Section 2.5 of the June amendment) shall terminate upon completion of the option (when the company earns its 100-per-cent interest in the property). If the company, in its sole discretion, decides to allow legal title to any of the claims comprising the property to lapse, the company shall give the vendor 60 days written notice of its decision and, if requested by the vendor, shall transfer such claims to the vendor, the costs of such transfer to be paid for by the vendor, subject to prior TSX-V acceptance in accordance with TSX-V policies, if applicable.
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The
obligations and penalties set forth in Section 8.6 of the option agreement (and its reference in Section 2.7 of the June amendment) shall terminate upon completion of the option (when the company earns its 100-per-cent interest in the property).
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Clarification that the parties to the option agreement, as amended, confirm that the replacement Section 4.2 in the June amendment with reference to the 20-day volume-weighted average price provision retains the floor price of 10 cents per share set out in Section 4.1 of the amendment agreement dated March 15, 2024, such that the aggregate number of shares issuable in satisfaction of the $750,000 obligation may not exceed 7.5 million common shares of the company.
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Section 8.4 of the option agreement pertaining to the extracted ounce calculation and Schedule
B of the option agreement and the June amendment pertaining to property description are deleted and replaced with Schedule A (Description of the Property) and Schedule B (Form of Gross Metals Royalty Agreement),
attached to the October amendment.
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The claim registrants agreed to relinquish all of their rights, titles and interests in favour of CMP, in respect of the claims of which the claim registrants are the registered holder.
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Pending the registration by the mineral title registry, CMP shall hold full beneficial and equitable interest in the property. The claim registrants shall hold their registered interest as bare trustee for the sole benefit of CMP.
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CMP agrees to perform the obligations of the vendor under the option agreement in respect of such claims.
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The company accepts the assignment and the replacement of the assignor as the recipient of all economic benefits under the option agreement, and agrees to make all present and future payments, and share issuances, pay the GMR and any other consideration arising under the option agreement directly to CMP.
The draft
gross metal royalty
agreement will become effective upon exercise of the option and remains subject to prior TSX-V acceptance before execution, with key terms including a 2.0-per-cent GMR, a $2-million buydown right for 1 per cent and a first-ranking Quebec deed of hypothec.
All other terms of the option agreement remain unchanged and can be found in the company's press releases dated Dec. 20, 2023,
Feb. 23, 2024,
June 13, 2025, Feb. 10, 2026, and June 9, 2026.
The company intends to use the proceeds of approximately $3.05-million from the concurrent private placement
previously announced,
as follows: $191,100 in finders' fees thereunder, $1.62-million in general and administrative and liability obligations, $600,000 in exploration expenses of the Prudhomme property located in Northern Quebec, Canada, and the remaining amount for general working capital. Certain officers of the company subscribed for an aggregate 500,000 non-flow-through units in such private placement. Participation by insiders constitutes a related-party transaction as defined under Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions). The company relied upon exemptions from the valuation and minority shareholder approval requirements of Multilateral Instrument 61-101 contained in sections 5.5(a) and 5.7(1)(a), respectively, with respect to the issuance of the
non-FT units to the
officers. A further news release will follow on the closing of such private placement.
For further details, please refer to the press releases of the company dated Dec. 20, 2023, Feb. 23, 2024,
June 13, 2025, Feb. 10, 2026, June 9, 2026, and Sept. 8, 2026, available on SEDAR+.
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.
We seek Safe Harbor.
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