Fidelity Minerals Announces Closing of First Tranche of Non-Brokered Private Placement Financing
Fidelity Minerals Announces Closing of First Tranche of Non-Brokered
Private Placement Financing
Vancouver, BC, October 7, 2025 – Fidelity Minerals Corp. (TSX-V: FMN | FSE: S5GM | SSE:
MNYC) (“Fidelity Minerals” or the “Company”) is pleased to announce that it has closed the first
tranche of the non-brokered private placement (the “Private Placement”) previously announced in
its News Releases dated September 17, 2025, and September 24, 2025. The first tranche comprises
a total of 13,500,000 units (each, a “ Unit”) at CAD $0.10 per Unit for gross proceeds of CAD
$1,350,000. Each Unit consists of one common share in the capital of the Company (each, a
“Share”) and one-half transferable common share purchase warrant, with each full warrant (each,
a “Warrant”) exercisable into one additional Share at a price of $0. 20 per Share until October 7,
2027.
A strategic investor has purchased 3,500,000 Units in the first tranche and is expected to purchase
the remaining 1,500,000 Units available in the Private Placement in the second tranche upon
TSX-V approval.
The Company paid cash finder’s fees of $33,775 and issued 337,750 finder’s warrants to finders in
connection with the first tranche Private Placement. Each warrant being exercisable to purchase one
Common Share at a price of $0.20 until October 7, 2027.
The securities issued pursuant to the Private Placement are subject to a four month hold period that
expires on February 8, 2026.
Of the total Units issued in the Private Placement, 3,325,000 Units were subscribed by Lions Bay
Capital Inc., a Control Person of the Company (the “Participating Insider”). The Participating
Insider subscription constitute s “related party transactions” within the meaning of Multilateral
Instrument 61-101 – Protection of Minority Securityholders in Special Transactions (“MI 61-101”).
The issuances to the Participating Insider are exempt from the valuation requirement of MI 61-101
by virtue of the exemption contained in section 5.5(b) as the Shares are not listed on a specified
market and from the minority shareholder approval requirements of MI 61 -101 by virtue of the
exemption contained in section 5.7(a) of MI 61-101 in that the fair market value of the consideration
of the securities issued to the related party did not exceed 25% of the Company’s market
capitalization.
The Company intends to use the net proceeds of the Financing to advance its Peruvian exploration
and community relation programs, and corporate working capital purposes.
The securities described herein have not been, and will not be, registered under the United States
Securities Act of 1933, as amended (the " U.S. Securities Act "), or any state securities laws, and
accordingly, may not be offered or sold within the United States except in compliance with the
registration requirements of the U.S. Securities Act and applicable state securities requirements or
pursuant to exemptions therefrom. This press release does not constitute an offer to sell or a
solicitation to buy any securities in any jurisdiction.
About Fidelity Minerals Corp.
Fidelity Minerals Corp. has assembled a portfolio of high -quality mining assets and is targeting
large scale copper and gold and aims to delineate major deposits on these properties that could
attract the interest of mid-tier and major mining companies. The Company is focused on progressing
its most advanced project – Las Huaquillas, which is a gold, copper and silver in Northern Peru .
Fidelity is also looking to opportunistically expand its project portfolio with accretive acquisitions.
The Company is backed by an experienced management team with diverse technical, market, and
commercial expertise and is supported by committed, and sophisticated investors focused on
building long-term value.
On behalf of the Board of Fidelity Minerals.
Ian Graham
CEO and Director
Phone: 1-604-671-1353
Email: [email protected]
For more information, please visit the corporate website at http://www.fidelityminerals.com or
contact:
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 NEWS RELEASE.
Forward-Looking Statement Cautions
This press release contains certain “forward -looking statements” within the meaning of Canadian
securities legislation, including, but not limited to, statements regarding the Financing is subject to
regulatory approval, including approval of the TSX Venture Exchange; the Company’s plans with
respect to its resource projects and the timing related thereto, the merits of the Company’s projects,
and the Company’s objectives, plans and strategies . Although the Company believes that such
statements are reasonab le, it can give no assurance that such expectations will prove to be correct.
Forward-looking statements are statements that are not historical facts; they are generally, but not
always, identified by the words “expects,” “plans,” “anticipates,” “believes, ” “intends,” “estimates,”
“projects,” “aims,” “potential,” “goal,” “objective,”, “strategy”, “prospective,” and similar expressions, or
that events or conditions “will,” “would,” “may,” “can,” “could” or “should” occur, or are those statements,
which, by t heir nature, refer to future events. The Company cautions that forward-looking statements
are based on the beliefs, estimates and opinions of the Company’s management on the date the
statements are made and they involve a number of risks and uncertainties. Consequently, there can be
no assurances that such statements will prove to be accurate and actual results and future events could
differ materially from those anticipated in such statements. Except to the extent required by applicable
securities laws and the policies of the TSX Venture Exchange, the Company undertakes no obligation
to update these forward -looking statements if management’s beliefs, estimates or opinions, or other
factors, should change. Factors that could cause future results to differ materially from those anticipated
in these forward-looking statements include the risk of accidents and other risks associated with mineral
exploration operations, the risk that the Company will encounter unanticipated geological factors, or the
possibility that the Company may not be able to secure permitting and other agency or governmental
clearances, necessary to carry out the Company’s exploration plans, risks of political uncertainties and
regulatory or legal changes in the jurisdictions where the Compa ny carries on its business that might
interfere with the Company’s business and prospects. The reader is urged to refer to the Company’s
reports, publicly available through the Canadian Securities Administrators’ System for Electronic
Document Analysis and Retrieval (SEDAR+) at www.sedarplus.ca for a more complete discussion of
such risk factors and their potential effects.