SEARCH MINERALS ANNOUNCES AMENDMENT TO PREVIOUSLY ANNOUNCED SHARES FOR DEBT TRANSACTION St. Lewis, Newfoundland and Labrador – Newsfile Corp.
SEARCH MINERALS INC.
T (416) 320-9296 F (604) 608-5717
www.SearchMinerals.com [email protected]
SEARCH MINERALS ANNOUNCES AMENDMENT TO PREVIOUSLY ANNOUNCED
SHARES FOR DEBT TRANSACTION
St. Lewis, Newfoundland and Labrador – Newsfile Corp. – May 6, 2026 – Search Minerals Inc.
(TSXV:SMY | OTC:SHCMF) (“Search Minerals” or the “ Company”) announces that, further to
its news release dated February 20, 2026, in which the Company announced its intention to settle
certain outstanding indebtedness through the issuance of common shares of the Company (the
“Shares for Debt Transaction ”), one of the creditors originally contemplated in the proposed
transaction has elected not to proceed with the settlement of their indebtedness for common
shares.
As a result, the Company has amended the terms of the Shares for Debt Transaction and will
now settle an aggregate of $ 185,000 of outstanding indebtedness through the issuance of
370,000 common shares of the Company at a deemed price of $0.50 per share, subject to
acceptance by the TSX Venture Exchange (“TSXV”).
The indebtedness being settled represents bona fide accrued compensation owing to Non-Arm’s
Length Parties of the Company. The Shares for Debt Transaction has been structured in
accordance with the policies of the TSXV, including the limitations applicable to the settlement of
debt for services provided by Non-Arm’s Length Parties.
The common shares issued pursuant to the Shares for Debt Transaction will be subject to a
statutory hold period of four months and one day from the date of issuance, in accordance with
applicable securities laws and the policies of the TSX V. Completion of the Shares for Debt
Transaction remains subject to final acceptance of the TSXV.
The Company believes that the Shares for Debt Transaction will help strengthen its financial
position by reducing outstanding liabilities while preserving cash resources.
RELATED PARTY TRANSACTION
The Shares for Debt Transaction includes participation by insiders of the Company and therefore
constitutes a “related party transaction” within the meaning of Multilateral Instrument 61 -101 –
Protection of Minority Security Holders in Special Transactions (“MI 61-101”).
The Company is relying on the exemptions from the formal valuation and minority shareholder
approval requirements contained in Sections 5.5(a) and 5.7(1)(a) of MI 61 -101, respectively, as
the fair market value of the transaction does not exceed 25% of the Company’s market
capitalization. No new control person will be created as a result of the Shares for Debt
Transaction.
SEARCH MINERALS INC.
T (416) 320-9296 F (604) 608-5717
www.SearchMinerals.com [email protected]
ABOUT SEARCH MINERALS
Search Minerals is focused on finding and developing Critical Rare Earth Elements (CREE)
resources that include neodymium (Nd); praseodymium (Pr); dysprosium (Dy); and terbium (Tb),
within the emerging Port Hope Simpson – St. Lewis CREE District of southeastern Labrador. The
Company controls a district -scale land package spanning approximately 64 km long and 2 km
wide which is road accessible, on tidewater, and located near three local communities.
Search Minerals has completed a positive Preliminary Economic Assessment for its FOXTROT
and DEEP FOX deposits, demonstrating robust economics including a post-tax NPV8 of C$1.31
billion and a post-tax IRR of 41.5%. In addition, Search Minerals holds four priority exploration
prospects currently under evaluation: FOX MEADOW, SILVER FOX, FOX RUN and AWESOME
FOX, within a broader portfolio of 24 identified prospects, two of which are considered “drill ready.”
Search Minerals has continued to optimize its patented Direct Extraction Process technology with
the generous support from the Department of Energy and Mines , Government of Newfoundland
and Labrador, and from the Atlantic Canada Opportunities Agency. The Company has completed
two pilot plant operations and produced highly purified mixed rare earth carbonate concentrate
and mixed REO concentrate for separation and refining.
All material information on the Company may be found on its website at www.searchminerals.ca
and on SEDAR+ at www.sedarplus.ca.
For further information about Search Minerals, please contact:
Jason Macintosh
Interim CEO
Telephone: 416-320-9296
Email: [email protected]
Forward-Looking Statements
Statements contained in this news release that are not historical facts are "forward-looking information" or "forward-
looking statements" (collectively, "Forward-Looking Information") within the meaning of applicable Canadian securities
legislation. In cer tain cases, Forward-Looking Information can be identified by the use of words and phrases or
variations of such words and phrases or statements such as "anticipate", "expect" , "plan", "likely", "believe", "intend",
"forecast", "project", "estimate", "potential", "could", "may", "will", "would" or "should". Forward-Looking Information in
this news release is based on certain material assumptions and involve known and unknown risks, uncertainties and
other factors which may cause the actual results, performance or achievements of Search Minerals to be materially
different from any future results, performance or achievements expressed or implied by the Forward-Looking
Information. Such risks and other factors include those factors discussed in Search Minerals' public filings. Although
Search Minerals has attempted to identify important factors that could affect Search Minerals and may cause actual
actions, events or results to differ materially from those described in Forward-Looking Information, there may be other
factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance
that Forward-Looking Information will prove to be accurate, as actual results and future events could differ materially
from those anticipated in such statements. Accordingly, readers should not place undue reliance on Forward- Looking
Information. For further information on these and other risks and uncertainties that may affect the Company's business,
see the Company’s Management's Discussion and Analysis filed with certain Canadian securities regulators, which are
available at www.sedarplus.ca. Except as required by law, Search Minerals does not assume any obligation to release
SEARCH MINERALS INC.
T (416) 320-9296 F (604) 608-5717
www.SearchMinerals.com [email protected]
publicly any revisions to Forward-Looking Information contained in this news release to reflect events or circumstances
after the date hereof or to reflect the occurrence of unanticipated events.
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.