Search Minerals Announces Additional Shares-For-Debt Transactions

Rhea-AI Summary

Search Minerals (OTC:SHCMF) announced Shares-for-Debt transactions settling aggregate indebtedness by issuing common shares to creditors to preserve cash and strengthen its balance sheet.

The Company will issue 790,992 shares at a deemed price of $0.50 per share to settle $395,496 of debt; these shares carry a statutory four-month-and-one-day hold. Separately, the TSXV-approved issuance of 808,107 shares on December 1, 2025 settled $404,054 owed to LeadFX and is subject to a four-month hold.

Positive

• Debt of $395,496 settled via issuance of 790,992 shares
• LeadFX debt of $404,054 settled by issuing 808,107 shares
• Preserves cash and strengthens the balance sheet by converting debt to equity
• No new control person created from the issuances

Negative

• Share issuance causes equity dilution for existing shareholders
• Related party issuances to Dr. Randy Miller and JCL Consulting Group
• One Shares-for-Debt transaction remains subject to TSXV approval

St. Lewis, Newfoundland and Labrador--(Newsfile Corp. - February 20, 2026) - Search Minerals Inc. (TSXV: SMY) ("Search Minerals" or the "Company") is pleased to announce that it has entered into transactions with certain creditors for debt arising from the settlement agreements (the "Agreements") it entered into with Dr. Randy Miller, Ph.D, P.Geo., Longpoint Energy Group Inc., and JCL Consulting Group, who are creditors of the Company.

Pursuant to the Agreements, the Company has agreed to settle an aggregate of $395,496 outstanding indebtedness (the "Debt") through the issuance of 790,992 common shares of the Company (the "Shares") at a deemed price of $0.50 per Share (the "Shares-for-Debt Transactions").

The Shares-for-Debt Transactions are being undertaken by the Company in order to preserve cash and strengthen its balance sheet. The Shares issued pursuant to the Shares-for-Debt Transactions will be subject to a statutory hold period of four months and one day from the date of issuance in accordance with applicable securities laws and TSX Venture Exchange ("TSXV") policies.

Insider Participation

Dr. Randy Miller and JCL Consulting Group (a company controlled by Mr. Lanzon) are related parties of the Company. Accordingly, the issuance of Shares to Dr. Miller and JCL Consulting Group constitutes "related party transactions" under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101").

The Company is relying on the exemptions from the formal valuation requirement under section 5.5(b) of MI 61-101 and the minority shareholder approval requirement under section 5.7(a) of MI 61-101, as the fair market value of the Shares to be issued to the related party does not exceed 25% of the Company's market capitalization.

No new control person will be created as a result of the Shares-for-Debt Transactions.

TSXV Approval

Completion of the Shares-for-Debt Transactions remains subject to the approval of the TSXV.

Closing of LeadFX - Shares for Debt.

The Company also announces today that further to the Company's press releases of September 17, 2025 and December 3, 2025, the Company has received the approval of the TSX Venture Exchange to settle $404,054 in debt owing to LeadFX (the "Debt") through the issuance of 808,107 common shares of the Company (the "Shares"). The Shares were issued on December 1, 2025, and are subject to a four-month hold period in accordance with applicable securities laws.

Following the issuance of the Shares, the LeadFX Debt is now settled and extinguished.

About Search Minerals

Search Minerals is focused on exploring for and developing Critical Rare Earths Elements (CREE) as well as transition metals Zirconium (Zr) and Hafnium (Hf) within the emerging Port Hope Simpson - St. Lewis CREE District of South-East Labrador. The Company controls two deposits (Foxtrot and Deep Fox), two drill ready prospects (Fox Meadow and Silver Fox) and numerous other CREE prospects, including Fox Valley, Foxy Lady and Awesome Fox, along a 64 kilometre long belt forming a CREE District in Labrador.

Search Minerals also controls additional CREE assets in the Red Wine CREE District of central Labrador. These include: the drill ready Two Tom Lake CREE-Be-Nb deposit, the Mann #1 CREE-Nb-Be prospect and Merlot CREE Prospect.

For further information about Search Minerals, please contact:

Jason Macintosh
Interim CEO
Telephone: 416-320-9296
Email: jason.macintosh@searchminerals.ca

Forward-Looking Statements

Statements contained in this news release that are not historical facts are "forward-looking information" or "forward-looking statements" (collectively, "Forward-Looking Information") within the meaning of applicable Canadian securities legislation. In certain cases, Forward-Looking Information can be identified by the use of words and phrases or variations of such words and phrases or statements such as "anticipate", "expect" "plan", "likely", "believe", "intend", "forecast", "project", "estimate", "potential", "could", "may", "will", "would" or "should". Forward-Looking Information in this news release are based on certain material assumptions and involve, known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Search Minerals to be materially different from any future results, performance or achievements expressed or implied by the Forward-Looking Information. Such risks and other factors include, those factors discussed in Search Minerals' public filings. Although Search Minerals has attempted to identify important factors that could affect Search Minerals and may cause actual actions, events or results to differ materially from those described in Forward-Looking Information, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that Forward-Looking Information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on Forward-Looking Information. For further information on these and other risks and uncertainties that may affect the Company's business, see the Company's Management's Discussion and Analysis filed with certain Canadian securities regulators, which are available at www.sedarplus.ca. Except as required by law, Search Minerals does not assume any obligation to release publicly any revisions to Forward-Looking Information contained in this news release to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

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.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/284740

FAQ

What did Search Minerals (SHCMF) disclose about the February 20, 2026 shares-for-debt transactions?

Search Minerals issued shares to settle debt instead of paying cash, preserving liquidity and reducing liabilities. According to the company, the February 20, 2026 transactions convert $395,496 of debt into 790,992 common shares at a deemed $0.50 per share.

How was the LeadFX debt settled by Search Minerals (SHCMF) and when was it completed?

LeadFX debt of $404,054 was settled by issuing 808,107 common shares to LeadFX on December 1, 2025. According to the company, that issuance extinguished the LeadFX debt and is subject to a four-month hold period.

Do the shares issued in the SHCMF transactions have trading restrictions or hold periods?

Yes. The shares issued in these debt-settlement transactions are subject to statutory hold periods. According to the company, newly issued shares carry a four-month-and-one-day hold under applicable securities laws and TSXV policies.

Are any of the February 20, 2026 shares-for-debt issuances related-party transactions for SHCMF?

Yes. The issuance to Dr. Randy Miller and JCL Consulting Group are related-party transactions under MI 61-101. According to the company, it relied on exemptions to avoid formal valuation and minority approval requirements.

Will the February 20, 2026 Shares-for-Debt transactions change control of Search Minerals (SHCMF)?

No new control person will be created as a result of these issuances, per the company. According to the company, the related-party issuances do not exceed thresholds that would create a new controlling shareholder.