Lucky Announces Completion of Initial Shares for Debt Transaction

Vancouver, British Columbia, December 5, 2019 – Lucky Minerals Inc. (“Lucky” or the “Company”) announces that, further to its news release dated November 25, 2019, it has received the conditional approval of the TSX Venture Exchange (“TSX-V”) for the shares for debt transaction to settle the initial aggregate of $1,569,992.55 in indebtedness of the Company to various creditors, including six persons who are officers and/or directors of the Company through the issuance of 31,399,851 common shares of the Company (“Settlement Shares”) at a deemed price of $0.05 per Settlement Share (the “Debt Settlement”). Accordingly, the Company also announces that it has completed the Debt Settlement.

The Settlement Shares are subject to a four month hold period, expiring April 6, 2020.

Lucky CEO, Adrian Rothwell, stated “This concludes a significant step to reset Lucky Minerals as an active company with a new management team and to quickly advance our Fortuna gold and copper project.”

Directors and officers of the Company, and a subsidiary of a company with a common director, participated in the Debt Settlement and converted $386,368 of their outstanding debt consisting 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.

Participation by insiders constitutes a related party transaction as defined under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (”MI 61-101”). The Company relied 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 Settlement Shares to the directors and officers.

The Company intends to close the balance of the debt settlement transaction to the subsidiary, American CuMo, and certain directors and officers of the Company to settle an aggregate of $114,057 of debt consisting 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 shareholder 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.

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 [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.

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.