Fidelity Minerals Announces Second Tranche and Final Close of Non- Brokered Private Placement
Fidelity Minerals Announces Second Tranche and Final Close of Non-
Brokered Private Placement
Vancouver, BC, July 2 1, 20 26 – Fidelity Minerals Corp. (TSX-V: FMN | FSE: S5GM | SSE:
MNYC) (“Fidelity Minerals” or the “Company”) is pleased to announce a second tranche closing
of its previously announced non -brokered private placement (the “ Private Placement ”). For the
second tranche, the Company issued an additional 4,500,000 units (each, a “Unit ”) at CAD $0.20
per Unit for gross proceeds of approximately CAD $900,000. In aggregate, the Company has issued
7,660,000 Units for gross proceeds of approximately CAD $1,532,000 inclusive of the first tranche
closing and second tranche closing.
Each Unit consists of one common share (each, a “Share”) and one-half transferable share purchase
warrant (each, a “ Warrant”) with each whole Warrant exercisable into one additional Share at
$0.30 per Share until July 20, 2028. If the closing price of the Company’s common shares equals or
exceeds $0.60 for 10 consecutive trading days, the Company may accelerate the expiry date of the
warrants by press release, after which the warrants will expire 30 days later. Closing of the Private
Placement is subject to final approval of the TSX Venture Exchange.
Of the total Units issued in the Private Placement, 711,500 Units were subscribed by management
(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.
In connection with the second tranche, the Company paid cash finders’ fees of $37,800 and issued
189,000 broker warrants (the “Broker Warrants”) with each Broker Warrant exercisable into one
additional Share at $0. 30 per Share until Ju ly 20 , 2028 . If the closing price of the Company’s
common shares equals or exceeds $0.60 for 10 consecutive trading days, the Company may
accelerate the expiry date of the warrants by press release, after which the warrants will expire 30
days later.
The securities issued under the Private Placement, the Broker Warrants, and the Shares issuable
upon exercise of the Warrants and Broker Warrants are subject to a statutory hold period expiring
on November 21, 2026.
The Company intends to use the net proceeds of the Private Placement to advance its Peruvian
exploration and community relations programs, and general working capital.
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 S tates 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. is a TSX-V listed resource company. Its principal focus is the 44.5%-owned
(with a right to earn 50%) brownfield Las Huaquillas project in northern Peru. The Company has a
near-term objective to confirm previous underground sampling results and prepare for drilling with
an objective of preparing a new NI 43 -101 compliant mineral resource estimate. In addition to the
Los Socavones brownfield gold opportunity, Las Huaquillas offers copper upside potential through
exploration of the two confirmed porphyry systems flanking the Los Socavones epithermal gold
zone.
The Company is run 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. Fidelity’s founder John Byrne has over 50 years’ e xperience in the
minerals sector with a track record of developing brownfield sites into profitable mines.
For more information, please visit the corporate website at http://www.fidelityminerals.com
On behalf of the Board of Fidelity Minerals.
Ryan Batros
CEO
Phone: +61-472-658-777
Email: [email protected]
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 receipt of final approval of the
Private Placement by the TSX Venture Exchange; the Company’s intention to complete additional
tranches of the Private Placement; the Company’s intended use of proceeds; the Company’s plans with
respect to its resource projects and the timing related thereto; the merits of the Company’s projects;
and the Co mpany’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 words such as “expects,” “plans,” “anticipates,” “believes,” “intends,” “estimates,”
“projects,” “potential,” “goal,” “objective,” “strategy,” “prospective,” and similar expressions, or that
events or condi tions “will,” “would,” “may,” “can,” “could” or “should” occur, or are those statements
which, by their 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 involve a number of
risks and uncertainties. Consequently, there can be no assurance that such statements will prove to be
accurate, and actual results and future events could differ materially. Except as 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 actual results to differ materially include, among others, the risk that the
Company may not receive final TSX Venture Exchange approval for the Private Placement; the risk that
the Company may not complete any additional tranches of the Private Placement; the risk that the
proceeds of the Private Placement may not be used as currently anticipated; the risk of accidents and
other risks associated with mineral exploration operations; the risk that the Company will encounter
unanticipated geological factors; 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;
and risks of political uncertainties and regulatory or legal changes in the jurisdictions where the
Company carries on business that may 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.