Fortune Minerals Announces Settlement of 2015 Debentures

Fortune Minerals Limited (TSX: FT) (OTCQB: FTMDF) (“Fortune” or the “Company”) (www.fortuneminerals.com) is pleased to announce that it has reached agreements (the “Settlement Agreements”) with the holders of its debentures issued in 2015 and amended in 2022 (the “2015 Debentures”). With the Settlement Agreements in place, Fortune can now focus on advancing the NICO cobalt-gold-bismuth-copper critical minerals development project (“NICO Project”) in the Northwest Territories (“NWT”) and Alberta.

Pursuant to the terms of the Settlement Agreements:

• One of the holders of the 2015 Debentures has agreed to retire its debt totalling C$7,280,173 including principal and interest as at November 30, 2022
• Fortune will pay an aggregate of C$1,250,000.00 in cash at closing (the “Cash Payment”)
• Fortune will also issue an aggregate of 73,500,000 common shares of the Company (“Shares”) to settle the balance of C$6,030,173 due to this holder at a deemed price of approximately C$0.082 per Share, representing approximately a 17% premium to the closing price of the Shares on the TSX on November 30, 2022 (the “Share Payment”)
• The term for C$5,461,376 of the 2015 Debentures held by a different Party and representing the principal and accrued interest to date, will be extended to December 31, 2023
• The settlement is expected to close on or about December 2, 2022, and remains subject to approval of the Toronto Stock Exchange (“TSX”)

Fortune further announces that it has reached an agreement with an arm’s length investor to increase its existing C$1,500,000 secured loan agreement (the “2021 Term Loan”) by an additional principal amount of C$1,250,000 (the “New Debt Facility”), with the proceeds of the New Debt Facility being used by the Company to make the Cash Payment, and to extend the maturity date of the 2021 Term Loan to December 31, 2023. The New Debt Facility will bear interest at 9% per annum, compounding annually, with both principal and interest payable at maturity on December 31, 2023.

The issuance of the Shares underlying the Share Payment remains subject to final TSX approval and the Shares will be subject to a four-month hold period from the date of issuance.

This press release shall not constitute an offer to sell or solicitation of an offer to buy nor shall there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities will not be and have not been registered under the United States Securities Act of 1933 and may not be offered or sold in the United States absent registration or applicable exemption from the registration requirements.