Fidelity Minerals Announces Loans from Lions Bay Capital Inc. and Closing of Shares for Debt Transaction

Fidelity Minerals settled approximately $436,975 of loans from major shareholder Lions Bay Capital by issuing 3,361,344 common shares at a deemed $0.13 per share on Nov. 19, 2025 (four‑month hold until Mar. 20, 2026) and on Nov. 18 entered a promissory note confirming the amounts were unsecured, non‑interest and payable by Dec. 31, 2025. Following the shares‑for‑debt transaction, Lions Bay remains owed AUD 198,525 by Fidelity’s 75%-owned subsidiary Greensands Australia Pty Ltd. The related‑party settlement is exempt from TSXV/MI 61‑101 minority approval and formal valuation requirements as it is below 25% of market capitalization; the deal reduces near‑term cash obligations while diluting equity and leaves subsidiary-level indebtedness outstanding.

Analysis

Fidelity Minerals settled approximately CAD 436,975 of loans from major shareholder Lions Bay Capital by issuing 3,361,344 common shares at a deemed price of CAD 0.13 per share on November 19, 2025; those Settlement Shares are subject to a four-month hold expiring March 20, 2026. The company also executed a promissory note on November 18, 2025, confirming the amounts were unsecured, non-interest bearing and payable on or before December 31, 2025, and Lions Bay remains owed AUD 198,525 by Greensands Australia Pty Ltd., a 75%-owned subsidiary.

The transaction is a related-party settlement exempt from TSXV/MI 61-101 minority approval and formal valuation thresholds because the values involved are below 25% of market capitalization, which reduces regulatory friction but raises governance and minority-investor oversight considerations. Issuing shares for debt conserves near-term cash but increases share count and immediate dilution risk, while the hold period delays potential secondary selling pressure until March 20, 2026.

Key near-term catalysts and risks include the December 31 payment terms referenced in the promissory note, the outstanding subsidiary-level AUD liability, and any further reliance on insider funding for project advancement; these factors directly affect the company’s ability to progress its Las Huaquillas copper-gold-silver project without additional dilutive financings. Investors should monitor cap table changes, TSXV notifications, and any updates on Greensands’ repayment or operational funding needs as indicators of further equity or debt actions.

Key Decisions for Investors

• Reassess position sizing given dilution: consider trimming positions if dependence on related-party financing and ongoing subsidiary liabilities are inconsistent with risk tolerance
• Monitor three near-term dates/events: December 31 promissory terms, March 20, 2026 share hold expiry, and any TSXV filings or approvals for signs of further issuance or selling pressure
• Require funding clarity before adding: wait for confirmation of Greensands Australia repayment or a formal financing plan for Las Huaquillas to avoid unexpected dilution
• If maintaining exposure, set downside protection or predefined exit levels and track liquidity/volume due to the enlarged float and potential post-hold selling