VANCOUVER, BRITISH COLUMBIA--(Marketwired - Nov. 25, 2016) - Search Minerals Inc.
("Search" or the "Company") (TSX VENTURE:SMY) reports that it has entered
into debt settlement agreements (the "Agreements") with certain directors of the Company to settle accrued
director fees from April 7, 2011 to November 30, 2016 in the aggregate of $104,735.90 through the issuance of 1,047,359 common
shares of the Company (the "Shares") at a deemed price of $0.10 per Share (the "Debt
Settlement").
The issuance of the Shares to the directors is subject to the approval of the TSX Venture Exchange. All securities issued will
be subject to a four month hold period which will expire on the date that is four months and one day from the date of issue.
The Company has also entered into debt forgiveness agreements with certain other directors of the Company pursuant to which
the directors have agreed to forgive a total of $84,867, which amounts to the majority of accrued consulting fees incurred prior
to July 31, 2014.
Greg Andrews, President and Chief Executive Officer, states: "I would like to thank the directors for accepting the shares for
debt, at a premium to the current share price and the forgiveness of debt. These transactions will significantly improve our
balance sheet, as we continue discussions with potential strategic investors and offtake partners."
As certain insiders participated in the Debt Settlement, it is considered to be a "related party transaction" under
Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI
61-101"). All of the independent directors of the Company, acting in good faith, considered the transactions and
have determined that the fair market value of the securities being issued to insiders and the consideration being paid is
reasonable. The Company intends to rely on the exemptions from the valuation and minority shareholder approval requirements of MI
61-101 contained in sections 5.5(a) and 5.7(a) of MI 61-101 as neither the fair market value of the Shares nor the debt exceeds
25% of the Company's market capitalization.
About Search Minerals Inc.
Led by a proven management team and board of directors, Search is focused on finding and developing resources within the
emerging Port Hope Simpson Critical Rare Earth Element (CREE) District of SE Labrador. The Company controls a belt 70 km long and
8 km wide including its 100% interest in the FOXTROT Project which is road accessible and at tidewater. Exploration efforts have
advanced "Deepwater Fox" and "Fox Meadow" as significant new CREE prospects very similar and in close proximity to the FOXTROT
discovery. While the Company has identified more than 20 other prospects in the District, its primary objective remains
development of FOXTROT by confirming proprietary processing technology at the pilot plant level (in progress) and delineation of
prospects that will ensure competitive-low cost production beyond the 14-year mine life contemplated in the preliminary economic
assessment of FOXTROT completed in April 2016. The FOXTROT Project has a low capital cost to bring the initial project into
production ($152 M), a short payback period, and is scalable due to Search's proprietary processing technology.
All material information on the Company may be found on its website at www.searchminerals.ca and on SEDAR at www.sedar.com
About CREEs
Identified as Neodymium (Nd), Europium (Eu), Terbium (Tb), Dysprosium (Dy) and Yttrium (Y) this valuable subset of the
complete series of seventeen rare earth elements is considered critical due to high demand and/or constrained domestic supply.
Containing unique properties which enhance the performance of a range of innovative technologies, CREEs are essential components
in the development of permanent magnets and a variety of other components used in renewable energy, green technology automobiles,
medical devices, electronics and agricultural production.
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 "Forward-Looking" Information.
This news release includes certain "forward-looking information" and "forward-looking statements" (collectively
"forward-looking statements") within the meaning of applicable Canadian and United States securities legislation including the
United States Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact,
included herein, without limitation, statements relating the future operating or financial performance of the Company, are
forward-looking statements.
Forward-looking statements are frequently, but not always, identified by words such as "expects", "anticipates",
"believes", "intends", "estimates", "potential", "possible", and similar expressions, or statements that events, conditions, or
results "will", "may", "could", or "should" occur or be achieved. Forward-looking statements in this news release relate to,
among other things future events or the Company's future performance, business prospects or opportunities, including the
completion of the issuance of Shares. Actual future results may differ materially. 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. Forward-looking statements reflect the beliefs, opinions and projections on the date the statements are made and
are based upon a number of assumptions and estimates that, while considered reasonable by the respective parties, are inherently
subject to significant business, economic, competitive, political and social uncertainties and contingencies. Many factors,
both known and unknown, could cause actual results, performance or achievements to be materially different from the results,
performance or achievements that are or may be expressed or implied by such forward-looking statements and the parties have made
assumptions and estimates based on or related to many of these factors. Such factors include, without limitation, general
business, economic and social uncertainties; litigation, legislative, environmental and other judicial, regulatory, political and
competitive developments; and those additional risks set out in Search's public documents filed on SEDAR at www.sedar.com or or the risk that Search does not receive the approval of the TSX Venture
Exchange. Although Search believes that the assumptions and factors used in preparing the forward-looking statements are
reasonable, undue reliance should not be placed on these statements, which only apply as of the date of this news release and no
assurance can be given that such events will occur in the disclosed time frames or at all. Except where required by law, Search
disclaims any intention or obligation to update or revise any forward-looking statement, whether as a result of new information,
future events, or otherwise.