Fidelity Minerals Announces Closing of Oversubscribed Private Placement Financing
Fidelity Minerals Announces Closing of Oversubscribed Private
Placement Financing
Vancouver, BC, April 12th, 2022 – Fidelity Minerals Corp. (TSX-V: FMN | FSE: S5GM | SSE:
MNYC) (“Fidelity Minerals” or the “Company”) is pleased to announce that it has closed the non-
brokered private placement (the “ Private Placement”) previously announced in its News Release
dated March 22, 2022. For the Private Placement, the Company issued a total of 9,925,000 units
(each, a “Unit”) at CAD $0.10 per Unit for gross proceeds of CAD $992,500 (the “Financing”).
Each Unit consists of one common share in the capital of the Company (each, a “Share”) and one
transferable common share purchase warrant (each, a “Warrant”) with each Warrant is exercisable
into one additional Share at a price of $0.1 1 per Share for a period of six months from the closing
date.
The securities issued pursuant to the Private Placement are subject to a four month hold period that
expires on August 13, 2022. There were no finders’ fees paid in connection with the Financing.
Of the total Units issued in the Private Placement, 3,500,000 Units were subscribed by Lions Bay
Capital Inc., a Control Person of the Company , and 1,245,000 Units were subscribed by
management (collectively, the “Participating Insiders”). The Participating Insiders’ subscriptions
constitute “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 Insiders 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 parties 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 for 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 applic able 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 in Peru and aims to
delineate major deposits on these properties that could attract the interest of mid -tier and major
mining companies. Fidelity has a portfolio of four key as sets in Peru and is currently focused on
progressing its two most advanced projects – Las Huaquillas and Las Brujas. 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.
Dean Pekeski
CEO, President and Director
Tel: +1.778.828.9724
Email: [email protected]
For more information, please visit the corporate website at http://www.fidelityminerals.com or
contact: [email protected]
NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES
PROVIDER (AS THAT TERM IS DEFI NED IN THE POLICIES OF THE TSX VENTURE
EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF
THIS NEWS RELEASE.
Cautionary Statement Regarding Forward-Looking Statements
This news release includes certain “forward -looking statements” under applicable Canadian
securities legislation that are not historical facts. Forward -looking statements involve risks,
uncertainties, and other factors that could cause actual results, perf ormance, prospects, and
opportunities to differ materially from those expressed or implied by such forward -looking
statements. Forward -looking statements in this news release include, but are not limited to,
statements with respect to the expectations of m anagement regarding the use of proceeds of the
Financing and the Company completing acquisitions and whether said acquisitions may be
accretive. Although the Company believes that the expectations reflected in the forward -looking
information are reasonable , there can be no assurance that such expectations will prove to be
correct. Such forward -looking statements are subject to risks and uncertainties that may cause
actual results, performance or developments to differ materially from those contained in the
statements including that the proceeds of the Financing may not be used as stated in this news
release and those additional risks set out in the Company’s public documents filed on SEDAR at
www.sedar.com. Although the Company believes that the assumptions and factors used in preparing
the forward -looking statements are reasonable, undue reliance should not be placed on these
statements, which only apply as of the date of this news release, and no assurance can be given that
such events will occur in the dis closed time frames or at all. Except where required by law, the
Company disclaims any intention or obligation to update or revise any forward-looking statement,
whether as a result of new information, future events, or otherwise.