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VANCOUVER, BC / ACCESSWIRE / January 25, 2023 / Lucky Minerals Inc. (TSXV:LKY)(OTC PINK:LKMNF)(FRA:LKY) ("Lucky" or the "Company") announces a non-brokered private placement (the "Offering") of up to 12,500,000 units ("the Units") at a price of $0.056 per Unit for gross proceeds of up to approximately CDN $700,000.

Investors in the Offering will include Mr. Michael Gentile, who will maintain his share position in the Company at 19.9% on a partially diluted basis.

Each Unit of the Offering is comprised of one common share (a "Share") and one full three-year transferable common share purchase warrant (a "Warrant"). Each Warrant entitles the holder thereof to acquire one additional Share at a price of CDN $0.10 per Share, until the date that is 36 months from the closing (the "Closing") of the Offering. All the Shares and Warrants issued in connection to the Offering are subject to a statutory hold period expiring four months and one day from the date of issuance.

The Company may pay finders' fees on a portion of the Offering in accordance with applicable securities laws and the policies of the TSX Venture Exchange.

The net proceeds of the Offering will be used to support the drill program at the Company's Fortuna Project in Ecuador and for general working capital purposes.

Mr. Gentile's participation in the Private Placement constitutes a related party transaction under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company is relying upon exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a), respectively, as neither the fair market value of the Units issued to related parties nor the consideration for such Units will exceed 25% of the Company's market capitalization. The Company intends to file a material change report within the required time-frame, which will contain the prescribed disclosure relating to this related party transaction.

The Offering is subject to TSX Venture Exchange approval.

ON BEHALF OF THE BOARD

"François Perron"
Chief Executive Officer

About Lucky

Lucky is an exploration and development company targeting large-scale mineral systems in proven districts with the potential to host world class deposits. Lucky owns a 100% interest in the Fortuna Property.

The Company's Fortuna Project is comprised of twelve contiguous, 550 km² (55,000 Hectares, or 136,000 Acres) exploration concessions. Fortuna is located in a highly prospective, yet underexplored, gold belt in southern Ecuador.

Qualified Person

Victor Jaramillo, M.Sc.A., P.Geo., Lucky's Exploration Manager and a qualified person in accordance with National Instrument 43-101, is responsible for supervising the exploration program at the Fortuna Project for Lucky Minerals and has reviewed and approved the technical information contained in this news release.

Further information on Lucky can be found on the Company's website at www.luckyminerals.com and at www.sedar.com, or by contacting François Perron, President and CEO, by email at investors@luckyminerals.com or by telephone at (866) 924 6484.

Or by contacting:

Renmark Financial Communications Inc.

Kerry Schacter
kschacter@renmarkfinancial.com
Tel: (416) 644-2020 or (514) 939-3989
www.renmarkfinancial.com

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.

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 to 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 regulators.

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 not update or revise publicly any of the included forward-looking statements unless required by Canadian securities law.

SOURCE: Lucky Minerals Inc.