Lucky Minerals Inc. - Annual General Meeting Scheduled for March 5, 2020
February 27, 2020
NEWS RELEASE
LUCKY MINERALS INC. - ANNUAL GENERAL MEETING SCHEDULED FOR MARCH 5, 2020
Vancouver, British Columbia, February 27, 2020 - Lucky Minerals Inc. (“Lucky” or the “Company”) announces that at its annual general meeting scheduled for March 5, 2020 that in addition to the standard annual general meeting matters the Company is seeking shareholder approval to a continuance of the Company under the British Columbia Business Corporations Act and the approval of disinterested shareholders to a shares for debt settlement of $114,057 of debt owed to certain insiders of the Company. These matters are detailed in the Information Circular mailed to shareholders. We encourage shareholders to vote their shares at the meeting.
On November 25, 2019, the Company announced that it had entered into shares for debt agreements with various creditors, including six persons who are officers and/or directors of the Company, to settle an aggregate of $1,684,049.75 of debt through the issuance of 33,680,995 Common Shares of the Company at a deemed price of $0.05 per Common Share. The purpose for the shares for debt agreements was to reduce the accounts payable resulting from unexpected program costs incurred on the Company’s projects, for ongoing maintenance of the Company, and to conserve cash resources through the payment of outstanding consulting, management and directors’ fees in shares.
$500,425.20 of the aggregate $1,684,049.75 debt to be settled involves insiders of the Company, and as a result, this portion of the shares for debt settlement is a “related party transaction” for the purposes of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transaction (MI 61- 101). The Company relied upon exemptions from the valuation and minority approval requirements of MI 61-101 in respect of this portion of the debt settlement contained in section 5.5(b) and 5.7(1)(a)(i) in respect of this portion of the debt settlement.
On December 5, 2019, the Company announced that it had, on receipt of TSX Venture Exchange approval, closed on the initial tranche of the settlement in the amount of $1,569,992, including $386,368 owed to insiders. This $386,368 amount consisted of $4,990 as to technical committee fees, $57,824 as to directors fees, $61,359 as to consulting fees, and $262,195 as to repayment of loans into a total of 7,727,361 Settlement Shares as follows: Santiago Yepez Davila received 2,335,225 Settlement Shares, Stuart Greene received 438,608 Settlement Shares, Francois Perron received 762,081 Settlement Shares, Joao Carrelo received 1,901,837 Settlement Shares, Steve Cozine received 104,247 Settlement Shares, Robert Rosner received 1,516,103 Settlement Shares, and Geologic Systems Ltd., a company owned by Shaun Dykes, received 478,883 Settlement Shares. Of this amount, creditor, American CuMo Mining Corporation (“American CuMo”), a company sharing one common director and officer of the Company, participated in the Debt Settlement and converted $9,518.86 of its outstanding debt of consulting fees into a total of 190,377 Settlement Shares.
The approval of disinterested shareholders for the remaining balance of $114,057 under the shares for debt agreements is being sought at the Company’s annual general meeting pursuant to the requirements of the TSX Venture Exchange. The votes attached to 14,376,512 Common Shares held by the insiders of the Company under TSX Venture Exchange policies (as listed on page 32 of the Information Circular) will be excluded for the purposes of determining disinterested approval. The $114,057 amount consists of $4,584 as to technical committee fees, $53,113 as to directors fees, and $56,360 as to consulting fees, through the issuance of 2,281,144 common shares of the Company (the "Final Shares") at a deemed price of $0.05 per Final Share (the "Transaction") upon receipt of disinterested shareholders and final TSX Venture Exchange approval. All of the Final Shares of the Company issuable in connection with the Transaction will be subject to a four month hold period.
In the review and approval process adopted by the Board of Directors, interested Directors abstained from voting on any settlement in which they had an interest. The Information Circular, as sent to the shareholders, details the background of the transaction, the number of votes that, to the knowledge of the Company, after reasonable enquiry, will be excluded in determining whether minority approval for the related party transactions is obtained. In addition, the Information Circular sets out the individual holdings of the related parties.
About Lucky
An exploration and development company targeting large-scale mineral systems in proven districts with the potential to host world class deposits. Lucky owns a 100% interest in the Fortuna and Emigrant Projects.
The Company’s Fortuna Project is a royalty-free 550km2 (55,000 Ha, or 136,000 Acres) exploration concession. Fortuna is located in a highly prospective, yet underexplored, copper-gold belt in southern Ecuador.
The Emigrant Creek Project covers a 15km2 area in an intensely altered and mineralized porphyry copper-gold molybdenum system in southern Montana.
ON BEHALF OF THE BOARD
“Adrian Rothwell”
Chief Executive Officer
Further information on Lucky can be found on the Company’s website at www.luckyminerals.com and at www.sedar.com, or by contacting Adrian Rothwell, President and CEO, by email at [email protected] or by telephone at (866) 924 6484.
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 release.
Cautionary Statement Regarding Adjacent Properties and Forward-Looking Information
This news release contains forward-looking statements relating to the future operations of the Company and other statements that are not historical facts. Forward-looking statements are often identified by terms such as “will”, “may”, “should”, “anticipate”, “expects” and similar expressions. All statements other than statements of historical fact, included in this release, including, without limitation, statements regarding the future plans and objectives of the Company are forward-looking statements that involve risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Such factors include, but are not limited to: uncertainties related exploration and development; the ability to raise sufficient capital to fund exploration and development; changes in economic conditions or financial markets; increases in input costs; litigation, legislative, environmental and other judicial, regulatory, political and competitive developments; technological or operational difficulties or inability to obtain permits encountered in connection with exploration activities; and labor relations matters.
This list is not exhaustive of the factors that may affect the Company’s forward-looking information. Important factors that could cause actual results to differ materially from the Company’s expectations also include risks detailed from time to time in the filings made by the Company with securities regulators. The reader is cautioned that assumptions used in the preparation of any forward-looking information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of the Company.
The reader is cautioned not to place undue reliance on any forward-looking information. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. The forward-looking statements contained in this news release are made as of the date of this news release and the Company will update or revise publicly any of the included forward looking statements as expressly required by Canadian securities law.