Fidelity Announces Shares for Debt Settlement

Executive Summary

• Fidelity Minerals agreed to issue 3,361,344 common shares at a deemed price of $0.13 per share to settle approximately $436,975 of debt owed to major shareholder Lions Bay Capital.
• The transaction is a related‑party financing exempt from minority approval under TSX Venture Exchange policy because the fair market values involved are each less than 25 % of market capitalization.
• Shares issued will be subject to a statutory four‑month hold period and the settlement remains pending TSX Venture Exchange approval.

Key Details

• Shares Issued: 3,361,344 common shares.
• Deemed Share Price: $0.13 per share.
• Debt Settled: Approximately $436,975 owed to Lions Bay Capital Inc.
• Counterparty: Lions Bay Capital – major shareholder and provider of unsecured non‑interest‑bearing advances.
• Transaction Type: Related‑party debt settlement (exempt from minority approval under MI 61‑101 subsections 5.5(a) & 5.7(1)(a)).
• Regulatory Condition: Subject to TSX Venture Exchange approval.
• Hold Period: Statutory four‑month hold on the settlement shares from issuance date.
• Rationale: Board believes the share‑for‑debt settlement preserves cash for operations and is in the best interest of the company.

Notable Quotes

• Ian Graham, CEO and Director: “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.”