Lucky Announces Closing of Private Placement, Option to Acquire up to 100% Interest in Prudhomme Project in Quebec and Reinstatement of Trading
Lucky Minerals Inc. (LKY) has closed a comprehensive corporate restructuring and capital raising event designed to eliminate its working capital deficiency and satisfy the TSX Venture Exchange’s Tier 2 maintenance requirements. The transactions include the acquisition of the Prudhomme Project in Northern Quebec, the completion of a $3.05 million private placement, the settlement of outstanding debt, and the sale of its subsidiary Goldmindex S.A.
The company finalized an option agreement with Critical Mineral Properties Inc. (CMP) to acquire a 100% interest in the Prudhomme Project, comprising approximately 109 mineral claims in Northern Quebec. As consideration, Lucky Minerals issued 3,500,000 common shares upon exchange approval, paid $95,000 in cash, and incurred $35,000 in aggregate minimum expenditures. Future consideration includes the issuance of $200,000 in shares at 12 and 24 months post-approval, with a maximum of 4,000,000 shares at a floor price of $0.10, calculated on a 20-day average less a 20% discount. Additionally, $750,000 in cash is payable within six months of filing a NI 43-101 technical report establishing a mineral resource greater than 0.5 billion lbs copper equivalent.
The agreement mandates minimum expenditures of $4,000,000 in cumulative exploration and development over four years, including a minimum of $1,500,000 in the first two years. Further milestones include a $500,000 payment within six months of filing a Bankable Feasibility Study, $1,000,000 within 30 days of board approval for commercial production, and $4,000,000 within 30 days of commencing commercial production. CMP retains a 2.0% Gross Metal Royalty, with Lucky Minerals holding the right to buy back 1% for $2,000,000. Securities issued for the acquisition are subject to a statutory hold period until February 14, 2027.
Concurrently, Lucky Minerals completed a $3,050,000 non-brokered private placement. The offering consisted of 4,550,000 flow-through shares and 25,950,000 units, both priced at $0.10 per share or unit. Each non-flow-through unit includes one warrant exercisable at $0.15 per share for five years. The company paid $191,100 in finder’s fees, representing 7% of proceeds, along with 1,911,000 non-transferable warrants. Officers subscribed for 500,000 non-flow-through units. Proceeds were allocated to $191,100 in finder’s fees, $1,620,000 for general and administrative expenses and liabilities, $600,000 for exploration, and the remainder for working capital. These securities are subject to a statutory hold until February 9, 2027.
To address liquidity constraints, the company issued 20,504,975 common shares at $0.10 per share to settle $2,050,497.72 in outstanding debt. This settlement included an insider component where directors and officers converted approximately $190,000 in fees into approximately 1,900,000 shares. Of the shares issued for debt, 3,690,975 are subject to a statutory hold until February 27, 2027.
In a move to streamline operations, Lucky Minerals sold 100% of its subsidiary Goldmindex S.A., which holds the Fortuna Project in Ecuador, to an arms-length purchaser. The consideration included US$800 in cash and the assumption of a US$100,000 liability via a promissory note due November 27, 2026, which is interest-free and unsecured. This disposition removed $4,273,227.91 in liabilities from the company’s books, primarily related to property maintenance, taxes, and fees.
The company also noted that it consolidated its shares on a 1-for-10 basis effective October 2, 2025. Regarding its listing status, the TSX Venture Exchange accepted the company’s application to revoke its trading suspension, with common shares to be reinstated shortly. The company has been placed on a 90-day Notice pursuant to Exchange Policy 3.1, section 5.7. Lucky Minerals plans to meet Tier 2 maintenance requirements through the closing of the Prudhomme acquisition, the private placement, and the debt settlement.
As of July 31, 2026, the company reported a working capital deficiency of $8,256,442. Post-transaction, the company projects a positive working capital of at least $408,218, driven by the write-off of Goldmindex liabilities, net proceeds from the private placement, and the debt settlement via shares.
The company’s board currently consists of four directors: Patrick Laforest, Robert Rosner, François Perron, and Mario Bouchard, with only Mario Bouchard classified as an independent director. Lucky Minerals plans to appoint an additional independent director at the Annual Meeting on December 15, 2026, and reconstitute the audit committee.
"The Company plans to eliminate the deficiency and have positive working capital of at least $408,218 now that the following transactions disclosed herein have closed..."