Fortune Minerals Announces Settlement of 2015 Debentures
December 1, 2022 Issued Capital: 381,783,000
NEWS RELEASE
FORTUNE MINERALS ANNOUNCES SETTLEMENT OF 2015 DEBENTURES
NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED
STATES
LONDON, ONTARIO, Fortune Minerals Limited (TSX: FT) (OTCQB: FTMDF) (“Fortune” or the
“Company”) (www.fortuneminerals.com) is pleased to announce that it has reached agreements (the
“Settlement Agreements”) with the holders of its debentures issued in 2015 and amended in 2022 (the
“2015 Debentures”). With the Settlement Agreements in place, Fortune can now focus on advancing
the NICO cobalt-gold-bismuth-copper critical minerals development project (“NICO Project ”) in the
Northwest Territories (“NWT”) and Alberta.
Pursuant to the terms of the Settlement Agreements:
One of the holders of the 2015 Debentures has agreed to retire its debt totalling C$7,280,173
including principal and interest as at November 30, 2022
Fortune will pay an aggregate of C$1,250,000.00 in cash at closing (the “Cash Payment”)
Fortune will also issue an aggregate of 73,500,000 common shares of the Company (“Shares”)
to settle the balance of C$6,030,173 due to this holder at a deemed price of approximately
C$0.082 per Share, representing approximately a 17% premium to the closing price of the
Shares on the TSX on November 30, 2022 (the “Share Payment”)
The term for C$5,461,376 of the 2015 Debentures held by a different Party and representing the
principal and accrued interest to date, will be extended to December 31, 2023
The settlement is expected to close on or about December 2, 2022, and remains subject to
approval of the Toronto Stock Exchange (“TSX”)
Fortune further announces that it has reached an agreement with an arm’s length investor to increase
its existing C$1,500,000 secured loan agreement (the “2021 Term Loan ”) by an additional principal
amount of C$1,250,000 (the “New Debt Facility”), with the proceeds of the New Debt Facility being
used by the Company to make the Cash Payment, and to extend the maturity date of the 2021 Term
Loan to December 31, 2023. The New Debt Facility will bear interest at 9% per annum, compounding
annually, with both principal and interest payable at maturity on December 31, 2023.
The issuance of the Shares underlying the Share Payment remains subject to final TSX approval and
the Shares will be subject to a four-month hold period from the date of issuance.
This press release shall not constitute an offer to sell or solicitation of an offer to buy nor shall there be
any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be
FORTUNE MINERALS LIMITED
617 Wellington Street, London, Ontario, Canada N6A 3R6
Tel. 519-858-8188 ~ Fax. 519-858-8155
unlawful. The securities will not be and have not been registered under the United States Securities Act
of 1933 and may not be offered or sold in the United States absent registration or applicable exemption
from the registration requirements.
Advisors and Counsel
Haywood Securities Inc. is acting as financial advisor and WeirFoulds LLP is acting as legal counsel to
Fortune.
About Fortune Minerals:
Fortune is a Canadian mining company focused on developing the NICO cobalt-gold-bismuth-copper
Critical Minerals project in the NWT and Alberta. The NICO Project is one of the few advanced cobalt
development projects globally to address the growing demand for cobalt in lithium-ion rechargeable
batteries used to power electric vehicles, portable electronic devices, and stationary storage cells. As
a Canadian, vertically integrated planned battery materials development, cobalt produced from the
NICO Project would help qualify purchasers of electric vehicles to receive the tax credits under the new
U.S. Inflation Reduction Act. Fortune also owns the satellite Sue-Dianne copper-silver-gold deposit
located 25 km north of the NICO Deposit and is a potential future source of incremental mill feed to
extend the life of the NICO mill and concentrator.
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For further information please contact:
Fortune Minerals Limited
Troy Nazarewicz
Investor Relations Manager
Tel: (519) 858-8188
www.fortuneminerals.com
This press release contains forward-looking information and forward-looking statements within the meaning of
applicable securities legislation. This forward-looking information includes statements with respect to, among
other things, the completion of the transactions contemplated by the Settlement Agreement and the receipt of
regulatory approval for the issuance of the Shares in partial settlement of the 2015 Debentures, the Company’s
ability to raise additional capital, the purchase of the industrial site on which the Company presently intends to
construct the hydrometallurgical refinery for the NICO Project, the repayment or restructuring of the Company’s
current debt, the development of the NICO Project, the potential for expansion of the NICO Deposit and statements
regarding drill results and future drilling and assays. Forward-looking information is based on the opinions and
estimates of management as well as certain assumptions at the date the information is given (including, in respect
of the forward-looking information contained in this press release, assumptions regarding: the Company’s ability
to successfully raise the necessary capital to meet its corporate objectives in both the near and long term; the
successful exercise by the Company its option to purchase the industrial site on which it intends to construct a
NICO Project refinery; the completion of construction of a NICO Project refinery; the ability to arrange the
necessary financing to continue operations and develop the NICO Project; the support of the federal and/or
provincial government for the NICO Project; the receipt of all necessary regulatory approvals for the construction
and operation of the NICO Project and the related hydrometallurgical refinery and the timing thereof; growth in the
demand for cobalt; the time required to construct the NICO Project; and the economic environment in which the
Company will operate in the future, including the price of gold, cobalt and other by-product metals, anticipated
costs and the volumes of metals to be produced at the NICO Project). However, such forward-looking information
is subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ
materially from those projected in the forward-looking information. These factors include the risks that the
Company may not be able to finance and develop the NICO Project on favourable terms or at all, the 2021 drill
program may not result in a meaningful expansion of the NICO Deposit, the effects of a global market downturn,
pressure on commodities prices, and/or the COVID-19 on the Company’s capital raising efforts, the Company
may not be able to complete the purchase of the industrial site located in in Alberta’s Industrial Heartland northeast
of Edmonton and secure a site for the construction of a refinery, uncertainties with respect to the receipt or timing
of required permits, approvals and agreements for the development of the NICO Project, including the related
hydrometallurgical refinery, the construction of the NICO Project may take longer than anticipated, the Company
may not be able to secure offtake agreements for the metals to be produced at the NICO Project, the Company’s
Sue-Dianne Property may not be developed to the point where it can provide mill feed to the NICO Project, the
inherent risks involved in the exploration and development of mineral properties and in the mining industry in
general, the market for products that use cobalt or bismuth may not grow to the extent anticipated, the future
supply of cobalt and bismuth may not be as limited as anticipated, the risk of decreases in the market prices of
cobalt, bismuth and other metals to be produced by the NICO Project, discrepancies between actual and
estimated Mineral Resources or between actual and estimated metallurgical recoveries, uncertainties associated
with estimating Mineral Resources and Reserves and the risk that even if such Mineral Resources prove accurate
the risk that such Mineral Resources may not be converted into Mineral Reserves once economic conditions are
applied, the Company’s production of cobalt, bismuth and other metals may be less than anticipated and other
operational and development risks, market risks and regulatory risks. Readers are cautioned to not place undue
reliance on forward-looking information because it is possible that predictions, forecasts, projections and other
forms of forward-looking information will not be achieved by the Company. The forward-looking information
contained herein is made as of the date hereof and the Company assumes no responsibility to update or revise it
to reflect new events or circumstances, except as required by law.