Pursuant to the Agreements, the Company has agreed to an aggregate amount of $395,496 outstanding debts (the “Debt“) by issuing 790,992 ordinary shares of the Company (the “Shares“) at an estimated price of $0.50 per share (the “Stock-for-debt transactions“).
The equity-for-debt transactions are being executed by the company to preserve cash and strengthen its balance sheet. The shares issued under the Share-for-Debt transactions are subject to a statutory retention period of four months and one day from the date of issuance in accordance with applicable securities laws and TSX Venture Exchange (“TSXV“) policy.
Insider participation
Dr. Randy Miller and JCL Consulting Group (a company controlled by Mr. Lanzon) are related parties of the company. Accordingly, the issuance of shares to Dr. Miller and JCL Consulting Group “related party transactions” under Multilateral instrument 61-101 – Protection of minority security holders in special transactions (“MI 61-101“).
The Company relies on the exemptions from the formal valuation requirement under section 5.5(b) of MI 61-101 and the minority shareholder approval requirement under section 5.7(a) of MI 61-101 as the fair market value of the Shares to be issued to the related party does not exceed 25% of the market capitalization of the Company.
No new control person will be created as a result of the Stock-for-Debt transactions.
TSXV Approval
The completion of the equity-for-debt transactions remains subject to the approval of the TSXV.
Closing LeadFX – Shares for Debt.
The Company also announced today that, further to the Company’s press releases dated September 17, 2025 and December 3, 2025, the Company has received approval from the TSX Venture Exchange to retire $404,054 in debt resulting from LeadFX (the “Debt“) by issuing 808,107 ordinary shares of the Company (the “Shares“). The Shares were issued on December 1, 2025 and are subject to a four-month hold period in accordance with applicable securities laws.
Following the issuance of the shares, the LeadFX debt has now been settled and extinguished.
About search minerals
Search Minerals is focused on exploring and developing critical rare earth elements (CREE) and transition metals zirconium (Zr) and hafnium (Hf) in the emerging Port Hope Simpson – St. Lewis CREE district in southeastern Labrador. The company operates two deposits (Foxtrot and Deep Fox), two drill-ready prospects (Fox Meadow and Silver Fox) and numerous other CREE prospects, including Fox Valley, Foxy Lady and Awesome Fox, along a 64-kilometre belt that forms a CREE district in Labrador.
Search Minerals also manages additional CREE assets in the Red Wine CREE district of central Labrador. These include: the drill-ready Two Tom Lake CREE-Be-Nb deposit, the Mann #1 CREE-Nb-Be prospect and Merlot CREE Prospect.
Forward-Looking Statements
Statements in this press 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 some 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,” “predict,” “project,” “estimate,” “potential,” “may,” “may,” “will,” “would” or “should.” Forward-looking information contained in this press release is based on certain material assumptions and involves known and unknown risks, uncertainties and other factors that 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 discussed in Search Minerals’ public filings. Although Search Minerals has attempted to identify important factors that could affect Search Minerals and 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 more information about 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 is available at www.sedarplus.ca. Except as required by law, Search Minerals assumes no obligation to release publicly any revisions to the forward-looking information contained in this press 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.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/284740
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