Madison Metals Closes Fully Subscribed Private Placement For $500,000 Comprised of $460,000 Cash and $40,000 Debt and Announces Option Grant
Madison Metals Closes Fully Subscribed Private Placement For $500,000
Comprised of $460,000 Cash and $40,000 Debt and Announces Option Grant
TORONTO, ON – December 11, 2023 – Madison Metals Inc. (“Madison” or the
“Company”) (CSE: GREN) (OTCQB: MMTLF) is pleased to announce that, further to its press
release dated December 4, 2023, it has issued 1,150,000 units (the “ Units”) at a price of
CDN$0.40 per unit for aggregate gross proceeds of $ 460,000 (the “Private Placement”). Each
Unit consists of one common share in the capital of the Company (a “Common Share”) and one-
half of one common share purchase warrant (each whole common share purchase warrant , a
“Warrant”) with each Warrant entitling the holder thereof to purchase one Common Share at a
price of CDN$0. 60 for up to 12 months. The Company has also issued an aggregate of 100,000
Units to Duane Parnham, the Chairman and Chief Executive Officer and a director of the
Company, and Ryan Thompson, the Chief Strategy Officer of the Company (together, the
“Related Parties”), as payment for debt owing to the Related Parties in an aggregate amount of
$40,000.
Proceeds from the Private Placement will be used for exploration on the Company’s properties
and for general working capital.
All securities issued pursuant to the Private Placement and the shares for debt transactions
described above will be subject to a four-month and one-day hold period.
The issuance of Units to the Related Parties constitutes a “related party transaction” as such term
is defined by Multilateral Instrument 61 -101 Protection of Minority Security Holders in Special
Transactions (“MI 61 -101”). The Company has relied on the exemption from the MI 61 -101
valuation and minority approval requirements for related party transactions under sections
5.5(a) and 5.7(1)(a) of MI 61 -101 as neither the fair market value (as determined under MI 61 -
101) of the subject matter of, nor the fair market value of the consideration for, the issuance of
Common Shares to Related Parties, exceeds 25% of the Company's market capitalization (as
determined under MI 61-101).
Early Warning Report
On October 23, 2023 , Mr. Parnham filed an early warning report disclosing that he owned,
directly or indirectly, 2,123,000 Common Shares, 620,000 options and 184,333 common share
purchase warrants of the Company, representing 10.6% of the issued and outstanding Common
Shares on a non -diluted basis and 9.6% on a partially diluted basis . Following the Private
Placement and prior acquisitions of Common Shares which together represent an aggregate of
473,500 Common Shares , Mr. Parnham owns, directly or indirectly, an aggregate of 2,596,500
Common Shares, 620,000 options and 366,833 common share purchase warrants , representing
9.32% of the issued and outstanding Common shares on a non -diluted basis and 12.42% on a
partially diluted basis, which represents an increase of greater than 2% in Mr. Parnham’s holdings
on a partially diluted basis . As a result of the issuanc e, he is required to file an early warning
report pursuant to National Instrument 62-103 The Early Warning System and Related Take-Over
Bid and Insider Reporting Issues.
A copy of the early warning report will be available on the Company’s SEDAR+ profile page at
www.sedarplus.ca or by contacting Mr. Parnham at (416) 489-0092.
Depending on market and other conditions, Mr. Parnham may from time to time in the future
increase or decrease his ownership, control or direction over securities of the Company, through
market transactions, private agreements, or otherwise.
Stock Options
The Company also wishes to announce that it intends , subject to board approval, to grant stock
options exercisable for 100,000 Common Shares to a consultant of the Company. The options will
vest immediately and will be exercisable for a period of five years following the grant date at an
exercise price of $0.49.
About Madison Metals Inc.
Madison Metals Inc. (CSE: GREN) (OTCQB: MMTLF) is an upstream mining and exploration
company focused on sustainable uranium production in Namibia and Canada. With over 50 years
of mining experience, including 22 years in Namibia, its management team has geological and
financial expertise and a track record of creating shareholder value.
Additional information about Madison Metals Inc. can be found at madisonmetals.ca and on the
Company’s SEDAR+ profile at www.sedarplus.ca.
For further information, please contact:
Duane Parnham
Executive Chairman & CEO
Madison Metals Inc.
+1 (416) 489-0092
Media inquiries:
Adam Bello
Manager, Media & Analyst Relations
Primoris Group Inc.
+1 (416) 489-0092
Neither the Canadian Securities Exchange nor the Investment Industry Regulatory Organization
of Canada accepts responsibility for the adequacy or accuracy of this release.
Forward-looking Statements
This news release contains “forward-looking information” within the meaning of applicable securities laws.
All statements contained herein that are not clearly historical in nature may constitute forward -looking
information. In some cases, forward -looking information can be identified by words or phrases such as
“may”, “will”, “expect”, “likely”, “should”, “would”, “plan”, “anticipate”, “intend”, “potential”,
“proposed”, “estimate”, “believe” or the negative of these terms, or other similar words, expressions, and
grammatical variations thereof, or statements that certain events or conditions “may” or “will” happen,
or by discussions of strategy. Forward-looking information contained in this press release includes, but is
not limited to, statements relating to: the grant of stock options described in this press release; potential
future transactions in the securities of the Company by Mr. Parnham; and the anticipated uses of proceeds
from the Private Placement described herein.
Where the Company expresses or implies an expectation or belief as to future events or results, such
expectation or belief is based on assumptions made in good faith and believed to have a reasonable basis.
Such assumptions include, without limitation, tha t: the Company will receive all necessary approvals
required in order to grant the options described in the options described in this press release; market
conditions will provide opportunities for future transactions in securities of the Company; and the Company
will be able to continue to direct funds to exploration activities as currently anticipated; or at all.
However, forward-looking statements are subject to risks, uncertainties, and other factors, which could
cause actual results to differ materially from future results expressed, projected, or implied by such
forward-looking statements. Such risks include, but are not limited to: the risk that all approvals required
in order to grant the options described in this press release will not be received; the risk that market interest
in the Company’s securities is uncertain and future interest cannot be predicted; the possibility that the
Company will not be able to proceed with currently anticipated future exploration plans on its properties;
and general risks relating to publicly traded securities and public companies, particularly those operating
in the junior mining industry.
Accordingly, undue reliance should not be placed on forward-looking statements and the forward-looking
statements contained in this press release are expressly qualified in their entirety by this cautionary
statement. The forward -looking statements contain ed herein are made as at the date hereof and are
based on the beliefs, estimates, expectations, and opinions of management on such date. The Company
does not undertake any obligation to update publicly or revise any such forward-looking statements or any
forward-looking statements contained in any other documents whether as a result of new information,
future events or otherwise or to explain any material difference between subsequent actual events and
such forward -looking information, except as required un der applicable securities law. Readers are
cautioned to consider these and other factors, uncertainties, and potential events carefully and not to put
undue reliance on forward-looking information.