Angel Wing Metals Announces Closing of Non- Brokered Private Placement Financing of ~$2.6 Million
Angel Wing Metals Announces Closing of Non-
Brokered Private Placement Financing of ~$2.6
Million
/NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN
THE
UNITED STATES
/
TORONTO
,
May 3, 2023
/CNW/ -
Angel Wing Metals Inc.
(TSXV: AWM) ("
Angel Wing Metals
" or
the "
Company
") announces it has completed its previously announced non-brokered private
placement ("Private Placement") for 23,635,000 common share units of the Company ("Units") at a
price of
C$0.11
for total gross proceeds of
C$2,599,850
.
Each Unit of the Private Placement consists of one common share of the Company and one-half
warrant. Each full warrant will be exercisable for a period of two years from issuance at a price per
common share of
C$0.25
.
Certain directors and an officer of the Company, including the Company's recently appointed
President and CEO, (the "Related Parties") participated in and subscribed for 3,450,000 Units. As a
result, the Private Placement constituted a "related party transaction" within the meaning of Policy
5.9 of the TSX Venture Exchange and Multilateral Instrument 61- 101 - Protection of Minority
Security Holders in Special Transactions ("MI 61-101"). The Company relied on the exemptions
under sections 5.5(a), 5.5(b) and 5.7(1)(a) of MI 61-101 in respect of the formal valuation and
minority shareholder approval requirements in respect of the Related Party's participation in the
Private Placement under MI 61-101, as (i) the Company is not listed or quoted on any of the stock
exchanges or markets listed in subsection 5.5(b) of MI 61-101, and (ii) as at the closing of the
Private Placement, neither the fair market value of the Common Shares issued in connection with the
Private Placement, nor the fair market value of the consideration received by the Company therefor,
insofar as it involved the Related Party, exceeded 25% of the Company's market capitalization.
The Company plans to use the proceeds of the Private Placement for exploration of its properties
and for general and corporate purposes.
The Private Placement is subject to a statutory 4-month hold from the date of issuance. The Private
Placement remains subject to final approval of the TSXV and applicable securities regulatory
authorities. No fees were paid on this financing.
ABOUT ANGEL WING METALS
Angel Wing Metals (TSXV: AWM) is focused on the exploration and development of its portfolio of
precious metals properties in
Mexico
and
Canada
. The Company's flagship El Grande Project is
located in the prolific Sierra Madre Occidental gold-silver belt in the state of
Nayarit, Mexico
and
demonstrates good potential for gold and silver mineralization.
Angel Wing Metals is committed to sustainable and responsible exploration and business activities in
line with industry best practices, supportive of all stakeholders, including the local communities in
which the Company operates.
For more information, please visit the Company's website at
www.angelwingmetals.com
.
ON BEHALF OF THE BOARD OF ANGEL WING METALS INC.
Marc Prefontaine
President & CEO
Email:
Neither 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.
Forward-Looking Information
:
This news release contains "forward-looking information" within
the meaning of applicable Canadian securities legislation. All statements, other than statements of
historical fact, included herein are forward-looking information. Generally, forward-looking
information may be identified by the use of forward-looking terminology such as "plans", " expects"
or "does not expect", "proposed", "is expected", "budgets", "scheduled", "estimates", "forecasts",
"intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and
phrases, or by the use of
words or phrases which state that certain actions, events or results may,
could, would, or might occur or be achieved. In particular, this news release contains forward-
looking information
regarding:
TSX Venture Exchange acceptance of the Private Placement; market
acceptance and approvals; and use of proceeds
.
There can be no assurance that such forward-
looking information will prove to be accurate, and actual results and future
events could differ
materially from those anticipated in such forward-looking information. This forward-looking
information reflects Angel Wing Metals' current beliefs and is based on information currently
available to Angel Wing Metals and on assumptions Angel Wing Metals believes are reasonable.
Forward-looking information is subject to known and unknown risks, uncertainties and other factors
that may cause the actual results, level of activity, performance, or achievements of Angel Wing
Metals to be materially different from those expressed or implied by such forward-looking
information. Such risks and other factors may include, but are not limited to: general business,
economic, competitive, political and social uncertainties; general capital market conditions and
market prices for securities; delay or failure to receive board or regulatory approvals; the actual
results of future operations; competition; changes in legislation, including environmental
legislation, affecting Angel Wing Metals; the timing and availability of external financing on
acceptable terms; and lack of qualified, skilled labor or loss of key individuals. A description of
additional assumptions used to develop such forward-looking information and a description of
additional risk factors that may cause actual results to differ materially from forward- looking
information can be found in Angel Wing Metals' disclosure documents on the SEDAR website at
www.sedar.com
. Although Angel Wing Metals has attempted to identify important factors that could
cause actual results to differ materially from those contained in forward-looking information, there
may be other factors that cause results not to be as anticipated, estimated or intended. Readers
are cautioned that the foregoing list of factors is not exhaustive. Readers are further cautioned not
to place undue reliance on forward-looking information as there can be no assurance that the
plans, intentions, or expectations upon which they are placed will occur. Forward-looking
information contained in this news release is expressly qualified by this cautionary statement. The
forward-looking information contained in this news release represents the expectations of Angel
Wing Metals as of the date of this news release and, accordingly, is subject to change after such
date. However, Angel Wing Metals expressly disclaims any intention or obligation to update or
revise any forward-looking information, whether as a result of new information, future events or
otherwise, except as expressly required by applicable securities law.
SOURCE
Angel Wing Metals Inc.
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%SEDAR: 00004503E
For further information:
Katherine Pryde, Investor Relations, Tel: 646-354-9375, Email:
CO: Angel Wing Metals Inc.
CNW 23:12e 03-MAY-23