LUCKY ANNOUNCES SHARES FOR DEBT TRANSACTION

Vancouver, British Columbia, November 25, 2019 – Lucky Minerals Inc. (“Lucky” or the “Company”) announces that it has entered into shares for debt agreements with various creditors, including four 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 (“Common Shares“) at a deemed price of $0.05 per common share (the “Transaction“). The Transaction is subject to TSX Venture Exchange approval.

Lucky CEO, Adrian Rothwell, stated “This is the first of a number of major steps to reset Lucky Minerals as an active company with a new management team and to quickly advance our Fortuna gold and copper project. I look forward to highlighting and building a company that is focused on creating shareholder value over the coming months.”

The Transaction is being completed to reduce the accounts payable resulting from historic unexpected program costs incurred on the Company’s projects as well as ongoing maintenance of the Company. Outstanding consulting, management and directors’ fees will also be converted into shares in this offering.

Directors and officers of the Company and subsidiary will participate in the Transaction by converting $482,163.05 of their outstanding consulting, management and director’s fees into a total of 9,643,261 Common Shares. In addition, creditor, American CuMo Mining Corporation, a company sharing one common director and officer of the Company, will also participate in the Transaction by converting its outstanding debt of $18,262.20 into a total of 365,244 Common Shares.

All of the Common Shares of the Company issuable in connection with the Transaction will be subject to a four month hold period.

The proposed issuance of Common Shares to directors and officers of the Company pursuant to the Transaction will each be considered a “related party transaction” as defined in Multilateral Instrument 61-101 – Protection of Minority Security holders in Special Transactions (“MI 61-101“). The Company will rely upon exemptions from the valuation and minority shareholder approval requirements of Multilateral Instrument 61-101 contained in sections 5.5(a) and 5.7(1)(a), respectively, with respect to the issuance of the Common Shares to the directors and officers.

Change of Fiscal Year-End

The Company also announces that it is changing its fiscal year-end to October 31, from its current fiscal year-end of September 30. The notice for the year-end change required under National Instrument 51-102 has been filed under the Company’s profile at www.sedar.com.

Lucky believes this change of year-end will allow for a more streamlined and comprehensive auditing and financial reporting process.

As a result, Lucky will report audited financial results for a thirteen-month transitional fiscal year from October 1, 2019 to October 31, 2020 with a comparative of twelve-month audited financial statements from the audited annual financial statements for the year ended September 30, 2019.  Afterwards, Lucky will revert to a customary quarterly reporting calendar based on an October 31 financial year-end, with fiscal quarters ending on the last day in January, April, July, and October each year.

Annual General Meeting

The Company announces that Annual General Meeting of Shareholders (the “Meeting”), scheduled for December 17, 2019, has been adjourned and will now be held on March 5, 2020 in order to address the change in the Company’s year-end.

The record date for the shareholders entitled to vote at the Meeting has been set as shareholders of record as at the close of business on February 4, 2020.

About Lucky

An exploration and development company targeting large-scale mineral systems in proven districts with the potential to host world class deposits. Lucky Minerals 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, gold belt in southern Ecuador, adjacent to some of the world’s largest discoveries in gold and copper.

The Emigrant Creek Project covers a 15 km2 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 info@luckyminerals.com 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.

This news release does not constitute an offer to sell or a solicitation of an offer to sell any Lucky common shares in the United States.

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 regulations. 

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.