Fidelity Minerals Announces Flow-Through Private Placement Financing
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Fidelity Minerals Announces Flow-Through Private Placement Financing
Vancouver, BC, December 11 th, 2024 – Fidelity Minerals Corp. (TSX -V: FMN | FSE: S5GM |
SSE: MNYC) (“ Fidelity Minerals” or the “ Company”) is pleased to announce that it intends to
undertake a non-brokered private placement offering of up to 1,670,000 flow -through units (each,
a “FT Unit”) at a price of C$0.06 per FT Unit for aggregate gross proceeds of up to C$100,200 (the
"Financing"). Each FT Unit shall consist of one flow-through common share (each, a “FT Share”)
in the capital of the Company and one non-flow-through warrant (each, a “Warrant”), with each
Warrant exercisable into one additional non-flow-through common share (each, a “Warrant
Share”) at a price of C$0.09 for a period of twenty-four (24) months after the closing date of the
Financing. The proceeds from the Financing will be used by the Company for eligible exploration
expenditures.
Closing of the Financing is subject to certain conditions including, but not limited to, the receipt of
all necessary regulatory and other approvals, including the approval of the TSX Venture Exchange.
The FT Shares will qualify as “flow -through shares” (within the meaning of subsection 66(15) of
the Income Tax Act (Canada) (the “Tax Act”). All securities issued pursuant to the Financing will
be subject to a hold period of four months and one day from the date of issuance.
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.
Fidelity Adopts New Share Option Plan
The Company also announces that shareholders ratified, confirmed and approved, subject to
regulatory approval, the adoption of the Company's new 20% fixed share option plan (the "Fixed
Option Plan") at the Company's annual general and special shareholder’s meeting held
on September 12, 2024. The maximum aggregate number of common shares of the Company that
may be reserved for issuance under the Fixed Option Plan, together with all other security -based
compensation plans, at any point in time shall not excee d 21,396,571 common shares, which
represents 20% of the outstanding shares upon the date of approval of the Fixed Option Plan by the
board of directors. All future stock option grants will be made pursuant to, or as otherwise permitted
by, the Fixed Option Plan.
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About Fidelity Minerals Corp.
Fidelity Minerals Corp. is assembling a portfolio of high-quality mining assets in Peru and Canada,
and aims to delineate major deposits on these properties that could attract the interest of mid -tier
and major mining companies. The flow-through financing announced herein will assist to advance
the Sunsets Project presently being acquired by the Company in British Columbia. Fidelity is also
focused on progressing its most advanced project – Las Huaquillas, which is a gold, copper and
silver in Northern Peru. Fidelity also owns the Florina Greensands project, low chloride glauconite
resource, a potential feedstock resource into the low -Chloride organic and strategic regional and
global potassium fertilizer market in collaboration with Lions Bay. Fidelity is a lso looking to
opportunistically expand its project portfolio with accretive acquisitions. The C ompany 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
Interim 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, the number of
FT Units to be issued and the expected use of proceeds derived therefrom; that 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 reasonable, 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 their nature, refer to future events. The Company cautions that f orward-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 Company carries on its business that might
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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.c a for a more complete discussion of
such risk factors and their potential effects.