Fidelity Minerals closes second tranche private placement

  Vancouver, BC – TheNewswire - July 21, 2026 – Fidelity Minerals Corp. (TSX-V: FMN | FSE: S5GM | SSE: MNYC) (“ Fidelity Minerals ” or the “ Company ”) is pleased to announce a second tranche closing of its previously announced non-brokered private placement (the “ Private Placement  ”). For the second tranche, the Company issued an additional 4,500,000 units (each, a “ Unit  ”) at CAD $0.20 per Unit for gross proceeds of approximately CAD $900,000. In aggregate, the Company has issued 7,660,000 Units for gross proceeds of approximately CAD $1,532,000 inclusive of the first tranche closing and second tranche closing.   Each Unit consists of one common share (each, a “ Share ”) and one-half transferable share purchase warrant (each, a “ Warrant ”) with each whole Warrant exercisable into one additional Share at $0.30 per Share until July 20, 2028.

If the closing price of the Company’s common shares equals or exceeds $0.60 for 10 consecutive trading days, the Company may accelerate the expiry date of the warrants by press release, after which the warrants will expire 30 days later. Closing of the Private Placement is subject to final approval of the TSX Venture Exchange.   Of the total Units issued in the Private Placement, 711,500 Units were subscribed by management (the “ Participating Insiders ”). The Participating Insiders’ subscriptions constitute “related party transactions” within the meaning of Multilateral Instrument 61-101 – Protection of Minority Securityholders in Special Transactions (“ MI 61-101 ”).

The issuances to the Participating Insiders are exempt from the valuation requirement of MI 61-101 by virtue of the exemption contained in section 5.5(b) as the Shares are not listed on a specified market and from the minority shareholder approval requirements of MI 61-101 by virtue of the exemption contained in section 5.7(a) of MI 61-101 in that the fair market value of the consideration of the securities issued to the related parties did not exceed 25% of the Company’s market capitalization.   In connection with the second tranche, the Company paid cash finders’ fees of $37,800 and issued 189,000 broker warrants (the “Broker Warrants”) with each Broker Warrant exercisable into one additional Share at $0.30 per Share until July 20, 2028. If the closing price of the Company’s common shares equals or exceeds $0.60 for 10 consecutive trading days, the Company may accelerate the expiry date of the warrants by press release, after which the warrants will expire 30 days later.   The securities issued under the Private Placement, the Broker Warrants, and the Shares issuable upon exercise of the Warrants and Broker Warrants are subject to a statutory hold period expiring on November 21, 2026.   The Company intends to use the net proceeds of the Private Placement to advance its Peruvian exploration and community relations programs, and general working capital.   The securities described herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws, and accordingly, may not be offered or sold within the United States except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities requirements or pursuant to exemptions therefrom.