Lucky Announces Closing of Private Placement, Option to Acquire up to 100% Interest in Prudhomme Project in Quebec and Reinstatement of Trading

(via TheNewswire)               Vancouver, British Columbia – TheNewswire - October 28, 2026 – Lucky Minerals Inc. (TSXV:LKY, OTC:LKMNF, FRA:LKY) (“ Lucky ” or the “ Company ”) is pleased to announce that the TSX Venture Exchange (the “ Exchange ”) has accepted the Company’s application for the revocation of its trading suspension. The common shares will be reinstated for trading on the Exchange shortly.   In conjunction with the reinstatement for trading, the Company completed the following:   Prudhomme Property Acquisition   The Company has closed the transaction for the previously announced option agreement, as amended March 15, 2024, July 22, 2024, October 28, 2024, January 28, 2025, April 28, 2025, June 27, 2025, August 29, 2025, June 30, 2026 ( including an assignment notice with Yoland Labrie), and October 8, 2026 (collectively the “ Option Agreement ") with Critical Mineral Properties Inc. (a private company beneficially owned by Yoland Labrie “ CMP ” or the “ Vendor ”) (and the Claims Registrants party thereto as bare trustees) pursuant to which the Company was granted an option (the " Option ") to acquire a 100% beneficial and legal interest in the Prudhomme Project located in Northern Quebec , Canada (the " Property "). (As previously announced, Fire Gold Resources Inc. and Patricia Lafontaine are no longer vendors, and Patrick Laforest remains a registered holder pending final registry transfer.) The Company issued the initial 3,500,000 common shares to CMP. The Property is comprised of approximately 109 mineral claims, located in the Municipality of Rivière-Koksoak, Province of Quebec.     Pursuant to the terms of the Option Agreement, the total aggregate consideration payable by the Company to the Vendor for a 100% interest in the Prudhomme Project is:   3,500,000 common shares on Exchange approval, which have been issued;     an aggregate of $95,000, which sum has been paid;     aggregate minimum expenditures of $35,000 (expended);     payments of $200,000 in shares to the Vendor on or before each of the twelve (12) months and twenty-four (24) months following the regulatory approval (the maximum number of such shares reserved for issuance is 4,000,000 shares at the floor price of $0.10 per common share.  Such shares are calculated based on the 20-day trading average price of the common shares of the Company on the Exchange ending prior to the day on which the respective payment is due, less a discount of twenty percent (20%);     an aggregate cash payment in the total amount of $750,000 within six (6) months of the Company filing on SEDAR+ a National Instrument 43-101 technical report establishing a mineral resource estimate on the Property containing greater than 0.5 billion pounds of copper equivalent; and     a minimum of $4,000,000 in cumulative exploration and development expenditures on the Property over four years (a minimum of $1,500,000 is to be incurred in the first two years), including the interim expenditures of $20,000 and $15,000 already completed, to be fully incurred before the fourth anniversary of the Effective Date, at which time the option will be fully exercised.     In connection with the Option Agreement, for so long as the Company continues to hold an interest in the Property, the Company shall incur the following milestones:   (i) an aggregate of $500,000 within six (6) months of the Company filing on SEDAR+ a Bankable Feasibility Study in respect of the Property, including an ore reserve calculation compliant with National Instrument 43-101; (ii) a n aggregate of $1,000,000 within 30 days of the board of directors of the Company approving to proceed with commercial production of the Property; and (iii) the Company is to pay an aggregate of $4,000,000 cash to the Vendor within 30 days of commencing commercial production of the Property.   In connection with the Option Agreement, the Vendor retains a 2.0% Gross Metal Royalty on all mineral production, and the Company maintains the right to purchase at any time 1% of the Gross Metal Royalty for cancellation for a purchase price of $2, 000,000 paid 100% to CMP. The draft Gross Metals Royalty Agreement will become effective upon exercise of the Option and remains subject to prior TSXV acceptance before execution.   All securities issued in connection with the Option Agreement, are subject to a statutory hold period expiring February 14, 2027, in accordance with applicable Canadian securities laws .   Consolidation   In connection with the preparation for closing of the above transaction, the Company consolidated its issued and outstanding common shares on the basis of one (1) new post-consolidation common share for every ten (10) pre-consolidation common shares, effective October 2, 2025 .  See news release dated September 29, 2025. Shares for Debt In connection with the transaction, the Company issued 20,504,975 common shares at a deemed price of $0.10 per common share to settle outstanding debt for $2,050,497.72. Certain former directors and certain Officers of the Company, including Pan Ocean Consulting Ltd. (a private company owned by a director and officer of the Company) participated in the shares for debt transaction by converting approximately $190,000 of their outstanding consulting fees, and officer and directors’ fees, into approximately 1,900,000 common shares. (Of these amounts, former directors converted approximately $90,000 of fees into approximately 900,000 common shares.) Participation by insiders constitutes a related party transaction as defined under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (” MI 61-101 ”). 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 common shares to the directors and officers. See also news release dated December 19, 2025. Of the securities issued in connection with the shares for debt transaction, 3,690,975 common shares are subject to a statutory hold period expiring February 27, 2027, in accordance with applicable Canadian securities laws. Private Placement In connection with the transaction, the Company completed a $3,050,000 non-brokered private placement (the “ Private Placement ”) consisting of: (i) 4,550 ,000 flow-through shares (“ FT Shares ”) at a price of $0.10 per FT Share; and (ii) 25,950,000 units (“ non-FT Units ”) at a price of $0.10 per non-FT Unit for aggregate gross proceeds of $3,050,000. The FT Shares will qualify as “flow-through shares” within the meaning of the Income Tax Act (Canada) (the “ Tax Act ”). Each FT Share consists of one common share of the Company which will qualify as a “flow-through share” as defined in subsection 66(15) of the Tax Act. Each non-FT Unit consists of one common share of the Company and one common share purchase warrant (each whole warrant, a “ Warrant ”). Each Warrant being exercisable for an additional common share of the Company (each of which will not qualify as a “flow-through share” under the Tax Act) at an exercise price of $0.15 for five years from the date of issue.   In connection with the Private Placement, finders’ fees in cash totaling $191,100 were paid to finders, such amount being equal to 7% of the proceeds raised from subscribers that the finders introduced to the Company. The Company also issued to the finders 1,911,000 non-transferable share purchase warrants (such amount being equal to 7% of the total number of FT Shares and non-FT Units purchased by subscribers that the finders introduced to the Company). Each finder warrant entitles the holder thereof to purchase one common share at a price of $0.15 per share for a period of five years from the date of issue. See news releases dated December 19, 2025 and September 8, 2026. Certain officers of the Company, subscribed for an aggregate 500,000 non-FT Units in the Private Placement. Each officer of the Company is considered an “insider” of the Company and, as a result, their participation under the Private Placement is considered to be a “related party” and the respective participation of each constituted a "related party transaction" as defined under MI 61-101. Such participation is exempt from the formal valuation and minority shareholder approval requirements in sections 5.5(a) and 5.7(1)(a), respectively, of MI 61-101 as neither the fair market value of the non-FT Units acquired by the related party, nor the fair market value of the consideration for the non-FT Units paid by such related party, exceed 25% of the Company's market capitalization, calculated in accordance with MI 61-101. All securities issued in connection with the Private Placement are subject to  a statutory hold period expiring February 9, 2027 in accordance with applicable Canadian securities laws .   The Company intends to use the proceeds of approximately $3,050,000 from the concurrent Private Placement as follows: $191,100 in finder’s fees thereunder, $1,620,000 in G&A and liability obligations, $600,000 in exploration expenses and the remaining amount for general working capital.   Goldmindex Sale   In addition, the Company has completed its sale of its 100% ownership in its subsidiary, Goldmindex S.A. (“ Goldmindex ”), to an arms-length purchaser, in exchange for a cash consideration of US$800 and the Company assuming a liability of US$100,000 on the books of Goldmindex before the disposal of Goldmindex by the Company payable in the form of a promissory note due on or before November 27, 2026. The promissory note bears no interest and is not secured by the assets of the Company. Goldmindex owned the rights to the Fortuna concessions (“ Fortuna Project ”) in Ecuador. The agreement to sell Goldmindex was entered into November 27, 2023 and the sale closed on receipt of regulatory approval in October 2026.   Working Capital   As at July 31, 2026, the Company had a working capital deficiency of $8,256,442, as shown in its condensed interim financial statements for the nine months ended July 31, 2026. 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:   (a) Goldmindex transaction write off as to $4,273,227.91 (see below and news release dated June 9, 2026); (b) Net proceeds from the Private Placement transaction as to $2,858,900 (3,050,000 less finders fee of $191,100; and (c) Settlement of the outstanding debt of $2,050,497.72 by the issuance of 20,504,975 common shares at a deemed price of $0.10 per common share.   The total liabilities, disclosed in the latest financial statement, associated with Goldmindex amount to $4,273,227.91, comprising property maintenance costs and accrued liabilities ($3,873,437.66), tax obligations ($159,429.00) and operational and exploration consulting fees ($240,361.25). As part of the sale of 100% of the shares of Goldmindex Ecuador, these liabilities are no longer Lucky’s and will be removed from Lucky’s financial statements and replaced by a USD $100,000 promissory note due to Goldmindex in November 2026.   Board Composition   The Board is currently comprised of four (4) directors, Patrick Laforest, Robert Rosner, François Perron and Mario Bouchard and the audit committee consists of  Patrick Laforest, François Perron and Mario Bouchard. As of the date of this news release, the Company has one independent director, Mario Bouchard. Patrick Laforest and Robert Rosner, are executive officers and part of the management directors and François Perron (who  served as the Chief Executive Officer within the past three years), and accordingly are considered not independent. The Company plans to correct this by appointing an additional independent director at its upcoming annual meeting to be held on December 15, 2026 and reconstituting its audit committee to one officer and two independent directors. The Company will be placed on a 90-day Notice in conjunction with the reinstatement of trading, pursuant to Exchange Policy 3.1, section 5.7.   The Company will meet Tier 2 maintenance requirements of Exchange Policy 2.5, Continued Listing Requirements and  Inter-Tier Movement, in the Assets and Operations criterion and Activity requirement with closing of the acquisition of the Prudhomme Property and meeting the conditions precedent for the Prudhomme Property, work expenditures, closing of the Private Placement, and closing of the shares for debt.   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.   ON BEHALF OF THE BOARD   “ Patrick Laforest ” President, Chief Executive Officer and Chief Operating Officer   Further information on Lucky can be found on the Company’s website at www.luckyminerals.com and at www.sedarplus.ca, or by email at [email protected] or by telephone at (866) 924 6484.   Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.   Cautionary Statement Regarding Adjacent Properties and Forward-Looking Information   This news release contains forward-looking statements relating to the future operations of the Company 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 of historical fact, included in this release, including, without limitation, statements regarding the future plans and objectives of the Company are forward-looking statements that involve risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Such factors include, but are not limited to: uncertainties related exploration and development; the ability to raise sufficient capital to fund exploration and development; changes in economic conditions or financial markets; increases in input costs; litigation, legislative, environmental and other judicial, regulatory, political and competitive developments; technological or operational difficulties or inability to obtain permits encountered in connection with exploration activities; and labor relations matters. This list is not exhaustive of the factors that may affect the Company’s forward-looking information. Important factors that could cause actual results to differ materially from the Company’s expectations also include risks detailed from time to time in the filings made by the Company with securities regulators.    The reader is cautioned that assumptions used in the preparation of any forward-looking information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of the Company. The reader is cautioned not to place undue reliance on any forward-looking information. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. The forward-looking statements contained in this news release are made as of the date of this news release and the Company will not update or revise publicly any of the included forward-looking statements as expressly required by Canadian securities law.   Copyright (c) 2026 TheNewswire - All rights reserved.