Fidelity Minerals to issue 3.36 million shares for debt

Executive Summary

• Fidelity Minerals Corp. has agreed to issue 3,361,344 common shares to settle approximately $436,975 in debt owed to major shareholder Lions Bay Capital Inc.
• The transaction involves issuing shares at a deemed price of 13 cents per share, effectively converting unsecured, non-interest-bearing advances into equity.
• The settlement is subject to TSX Venture Exchange approval and carries a statutory four-month hold period for the issued shares.

Key Details

• Shares Issued: 3,361,344 common shares.
• Debt Settled: Approximately $436,975.
• Deemed Price Per Share: $0.13.
• Creditor/Counterparty: Lions Bay Capital Inc. (identified as a major shareholder).
• Nature of Debt: Unsecured, non-interest-bearing advances provided to support company operations until financing was secured on October 7, 2025.
• Regulatory Status: Subject to TSX Venture Exchange approval; classified as a "related party transaction" under Policy 5.9 of the TSX Venture Exchange and Multilateral Instrument 61-101.
• Restrictions: Shares are subject to a statutory four-month hold period from the date of issuance.
• Strategic Rationale: The Board believes the settlement is in the best interests of the company as it preserves cash funds for ongoing operations.

Notable Quotes

• "The board of directors and management of the company believe that the proposed shares for debt settlement is in the best interests of the company because it allows the company to preserve its funds for operations."