Search Minerals Announces Shares-for-Debt Transaction

Executive Summary

• Search Minerals Inc. will extinguish $404,053.73 of outstanding debt to LeadFX Inc. by issuing 808,107 common shares at a deemed price of $0.50 per share.
• The transaction is intended to preserve cash and strengthen the company’s balance sheet; the shares are subject to a four‑month‑plus statutory hold period.
• The issuance qualifies as a related‑party transaction under MI 61‑101, but the company is relying on exemptions because the fair market value of the shares does not exceed 25 % of its market capitalization.

Key Details

• Debt Amount: $404,053.73 owed to LeadFX Inc.
• Equity Issuance: 808,107 common shares of Search Minerals.
• Deemed Share Price: $0.50 per share (aggregate value ≈ $404,054).
• Purpose: Eliminate the debt, preserve cash, and improve balance‑sheet strength.
• Statutory Hold Period: Shares will be locked for four months and one day from issuance per TSXV rules.
• Related‑Party Status: LeadFX Inc. is a related party; transaction falls under MI 61‑101 “related party transaction” provisions.
• Exemptions Relied Upon:
• Section 5.5(b) – exemption from formal valuation requirement.
• Section 5.7(a) – exemption from minority shareholder approval because the share value is < 25 % of market cap.
• Control Impact: No new control person will be created; existing control structure remains unchanged.
• Regulatory Condition: Completion pending TSXV approval.
• Contact for Further Information: Joseph Lanzon, CEO & Director (tel. 613‑796‑5957; [email protected]).

Notable Quotes

“The Shares‑for‑Debt Transaction is being undertaken by the Company in order to preserve cash and strengthen its balance sheet.” – Joseph Lanzon, CEO and Director.