15316171 Canada Inc. Acquires Control of Over 5% of the Shares of Search Minerals Inc. and Intends to Seek Board and Management Changes

Ottawa, Ontario–(Newsfile Corp. – September 7, 2023) – Joseph Lanzon and 15316171 Canada Inc. (collectively the “Shareholder“) announces that it has recently acquired voting control and direction over 26,579,635 common shares of SEARCH MINERALS INC., (TSXV: SMY) (“SEARCH” or the “Company“). The Shareholder has beneficial ownership of andor voting control and direction over an aggregate of 26,579,635 common shares (the “Shares“), representing approximately 6.38 % of the total issued and outstanding common shares of SEARCH.

We believe that the Company’s current value does not reflect its leadership position in the exploration and development of REE mineral properties in Canada. This is due in large part to the lack of corporate governance and accountability of the Board of Directors (the “Board“) of SEARCH, specifically directors George Molyviatis and Jocelyn Bennett of InCoR Holdings Limited (“InCoR“). The Board led by Molyviatis and Bennett have destroyed shareholder value and stakeholder engagement, have mismanaged the finances of the Company, leaving it with less than $4,000 in cash as of May 31, 2023 and have put the Company’s government funding and exploration licenses at risk.

In the Shareholder’s view, the SEARCH Board is not an independent board, as George Molyviatis and Jocelyn Bennett are the principals of InCoR Holdings Limited. which owns appropriately 95M shares or 22.92 %, and as per the Company’s news release of March 6, 2023, Dr. David Dreisinger is also not independent. As a result, we contend their control of the Board has consistently failed to act in the best interests of all shareholders and has lost credibility through their chronic failure to create shareholder value.

More particularly, the Board led by Molyviatis and Bennett have been unable or unwilling to obtain financing for the Company on reasonable commercial terms and have instead sought to finance the Company through predatory loans from InCoR, most recently seeking to borrow CAD$2.5 million from InCoR at an interest rate of 22.5% per annum for a minimum of 1 year. Had this secured loan been completed by the Board of the Company, it would have surely prevented any new outside investment in the Company, with the possibility of InCoR seizing all the assets of SEARCH for non-payment of the loan.

The lack of funding by InCoR as news released in March 2023 and May 2023 has led to temporary layoffs and subsequent resignation of a senior geologist. This is also the first time in many years, that SEARCH has not planned or completed any exploration work, and these actions could jeopardize maintaining our land position. What further information are they withholding from the shareholders of SEARCH? We, and all the shareholders of SEARCH, deserve better.

This Board has demonstrated its lack of understanding for corporate governance and filing requirements with the recent filing of Management and Discussion Analysis filed on July 28, 2023, which did not have a Qualified Person as described by National Instrument 43-101 who supervised the preparation of and approved the geological technical information presented. Also, the board is very delinquent in the filing of Statement of Executive Compensation which was required to be filed before May 31, 2023. On top of that SEARCH has not had a CEO or President since June 23, 2023. These failures could cause the TSX Venture Exchange (“TSXV“) or British Columbia Securities Commission (“BCSC“) to cease trade SEARCH, until it is compliant with its continuous disclosure and corporate governance obligations and continued listing requirements.

Further, the Company’s last Annual General Meeting was held on May 25, 2022, and as such it is well past the deadline prescribed under the B.C. Business Corporations Act within which to hold its 2023 Annual General Meeting. This is just another example of the Board having no regard for the Company’s shareholders.

On August 4, 2023, the Shareholder sent a registered letter to both the SEARCH corporate lawyer and the Chief Financial Officer, outlining the above concerns amongst others and asked for Mr. Molyviatis and Ms. Bennett to resign immediately. The Shareholder asked to be appointed to the Board to work with current Board member Dr. Dreisinger to establish a qualified and transparent Board which works for all the shareholders of SEARCH. Mr. Lanzon is working with another prominent Labradorian to join him on the Board to be compliant with rules and regulations of TSXV. The Board did not respond at all to the letter presented from the Shareholder.

Time for change is needed quickly. Mr. Lanzon is a resident of Labrador, and maintains an office in Ottawa, Ontario. He is also an experienced mining executive level advocate with a proven track record of promoting shareholders’ interests at the highest levels of government and TSXV. Mr. Lanzon is well positioned to secure financing for Company and to strengthen Board governance and accountability.

The new Board would be able to provide immediate loan of $500,000, with commercial terms with a further $ 2,500,000 available upon completion of due diligence. We do not know how much of value has been eroded. Is the $ 5,000,000 government funding for the pilot plant still available? Can we rebuild the exploration team? Which members of the exploration team are still available? Who are the key suppliers which have not been paid? We need to receive the 2022 drilling information to update the resource model and understand the Fox Meadow property. We will need to renew relationships with our key stakeholders, i.e. indigenous partner, suppliers, shareholders, federal and provincial governments and the communities where we work.

The Shareholder is convinced that a new Board of Directors is critical to align the interests of shareholders and management. The Company therefore intends to work to install a new slate of directors, which will include Joseph Lanzon. As noted above, Mr. Lanzon as the sole owner of the Shareholder is the direct/indirect beneficial owner of over 26,000,000 (6.38%) of SEARCH’s issued and outstanding common shares.

If necessary, the Shareholder will proceed to requisition a meeting (the “Meeting“) of shareholders of SEARCH to remove Molyviatis and Bennett of SEARCH and replace them with nominees that the Shareholder will identify prior to the Meeting. The Shareholder has a sufficient number of shares to requisition a Meeting and to propose this change. The Shareholder will provide formal notice of its director slate in a forthcoming communication.

The Shareholder has an email address to connect with other concerned shareholders and stakeholders at [email protected], and we are working on a website to share information and inform shareholders of the process to requisition the AGM.

We will be monitoring the current board actions for any changes in the condition of the Company as a result from any further disruptive behavior to enrich themselves or any related parties.

Additionally, the Shareholder intends to evaluate its investment in SEARCH and may make additional investments in or dispositions of shares of SEARCH in the future, depending on price, availability and general market conditions.

For further information contact:

Joseph Lanzon
President
Telephone: 613-796-5957
Email: [email protected]

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/179879

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