District Announces Non-Brokered Private Placement
918-1030 West Georgia, Vancouver, BC, V6E 2Y3
Telephone: 604-628-2669
District Announces Non-Brokered Private Placement
Vancouver, B.C. May 20, 2020
May 20, 2020 – District Metals Corp. (TSX -V: DMX; "District" or the “Company”) is
pleased to announce a non -brokered private placement offering of up to 15,000,000 common
shares of the Company (the "Shares") at a price of CDN$0.12 per share to raise gross proceeds
of up to CDN$1,800,000 (the “Private Placement”).
Closing of the Private Placement is subjec t to all necessary regulatory approvals including
acceptance from the TSX Venture (the “TSXV”) Exchange. All securities issued in connection
with the Private Placement will be subject to a four-month hold period from the closing date under
applicable Canadian securities laws, in addition to such other restrictions as may apply under
applicable securities laws of jurisdictions outside Canada. Certain insiders of the Company may
acquire shares under the Private Placement.
As described in the Company's news releases dated February 28, 2020 and May 8, 2020 , the
Company has entered into a definitive agreement to acquire a 100% interest in the Tomtebo
property, subject to final approval of the TSXV Exchange and satisfaction of other closing
conditions. The Company intends to use the proceeds from the Private Placement to finance its
initial exploration program at the Tomtebo property and for general working capital purposes. In
the event the Company does not complete the acquisition of the Tomtebo property, the proceeds
of the Private Placement will be used for the identification, assessment and acquisition of other
prospective mineral properties, and for general corporate purposes.
To demonstrate continued support of the Company's growth plans, insiders of the Company,
including certain directors and officers, are expected to participate in the Private Placement. Such
participation is considered a related party transaction within the meaning of Multilateral
Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-
101"). The related party transaction will be exempt from minority approval, information circular
and formal valuation requirements pursuant to the exemptions contained in Sections 5.5(a) and
5.7(1)(a) of MI 61-101, as neither the fair market value of the gross securities to be issued under
the Private Placement nor the consideration to be paid by the insiders will exceed 25% of the
Company's market capitalization.
918-1030 West Georgia, Vancouver, BC, V6E 2Y3
Telephone: 604-628-2669
In connection w ith the Private Placement, the Company intends to pay cash finders’ fees to
eligible finders with a value equivalent to 6% of the aggregate gross proceeds raised from the sale
of the shares subscribed for by subscribers introduced to the Company by the finders.
The Private Placement is subject to an over-allotment option exercisable in the sole discretion of
the Company any time prior to closing to issue up to an additional 5,000,000 Shares for up to an
additional $600,000 of gross proceeds. (all references to “Private Placement” include references
to any Shares issued pursuant to the over-allotment option).
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the
securities in the United States. The s ecurities have not been and will not be registered under the
United States Securities Act of 1933 , as amended (the " U.S. Securities Act ") or any state
securities laws and may not be offered or sold within the United States or to, or for the account
or benefit of, U.S. Persons unless registered under the U.S. Securities Act and applicable state
securities laws, unless an exemption from such registration is available.
About District Metals Corp.
District Metals Corp. is led by industry professionals with a track record of success in the mining
industry. The Company’s mandate is to seek out, explore, and develop prospective mineral
properties through a disciplined science -based approach to create shareholder value and benefit
other stakeholders. The Company h as entered into a definitive agreement to acquire a 100%
interest the Tomtebo and Trollberget properties in the prolific Bergslagen District of Sweden.
Upon completion of the proposed transaction, the Company's primary focus will be on the
advanced exploration stage Tomtebo property.
For more information, please contact Garrett Ainsworth, President and CEO of the Company.
On behalf of District Metals Corp.
Garrett Ainsworth, President and CEO
District Metals Corp.
604-628-2669
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies
of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Cautionary Statement Regarding “Forward-Looking” Information.
All statements, trend analysis and other information contained in this news release relative to markets about
anticipated future events or results constitute forward-looking statements. Forward-looking statements are often, but
not always, identified by the use of words such as “seek”, “anticipate”, “believe”, “plan”, “estimate”, “expect”
and “intend” and statements that an event or result “may”, “will”, “should”, “could” or “might” occur or be
achieved and other similar expressions. All statements, other tha n statements of historical fact, included herein,
including, without limitation, statements relating to the size of the Private Placement, the closing of the Private
Placement and the anticipated use of proceeds of the Private Placement and the completion of the acquisition of the
Tomtebo property are forward-looking statements. Forward-looking information is subject to business and economic
risks and uncertainties and other factors that could cause actual results of operations to differ materially from those
918-1030 West Georgia, Vancouver, BC, V6E 2Y3
Telephone: 604-628-2669
contained in the forward-looking information. Important factors that could cause actual results to differ materially
from District's expectations include failure to complete the acquisition of the Tomtebo property, fluctuations in
commodity prices and c urrency exchange rates; uncertainties surrounding the results of planned exploration
activities, uncertainties relating to interpretation of drill results and the geology, continuity and grade of mineral
deposits; the need for cooperation of government agencies and native groups in the exploration and development of
properties and the issuance of required permits; the need to obtain additional financing to meet the minimum
expenditure requirements to maintain an interest in the Tomtebo property, uncertainty as to the availabilit y and
terms of future financing and the possibility of delay in exploration or development programs;. Forward -looking
statements are based on estimates and opinions of management at the date the statements are made. District does
not undertake any obligation to update forward-looking statements except as required by applicable securities laws.
Investors should not place undue reliance on forward-looking statements.