District’s $6 Million Private Placement Financing Fully Subscribed
907-1030 West Georgia Street, Vancouver, BC, V6E 2Y3
Telephone: (604) 288-4430
NOT FOR DISTRIBUTION TO THE UNITED STATES NEWS WIRE SERVICES OR
FOR DISSEMINATION IN THE UNITED STATES
District’s $6 Million Private Placement Financing
Fully Subscribed
Vancouver, B.C. May 13, 2025
District Metals Corp. (TSX -V: DMX) (N asdaq First North : DMXSE SDB) (OTCQB:
DMXCF) (FRA: DFPP); (“District” or the “Company”) has fully allocated its C$5,000,000 non-
brokered private placement financing under the Listed Issuer Financing Exemption (as defined
below) of 18,518,518 common shares in the capital of the Company (the “ Shares”) priced at
C$0.27 per Share (the “LIFE Offering”). The Shares offered under the LIFE Offering will not be
subject to a hold period in accordance with applicable Canadian securities laws.
The Company is pleased to announce its C$1,000,000 non- brokered private placement financing
through an offering of 3,703,703 Shares priced at C$0.27 per Share (the “ NBPP Offering” and
together with the LIFE Offering, the “ Offering”) is also fully allocated and the oversubscribed
book has closed. The Shares offered under the NBPP Offering will be subject to a four month and
one day hold period in accordance with applicable Canadian securities laws.
The Company intends to use the net proceeds of the Offering to fund exploration activities on the
Company’s projects in Sweden, and for general corporate purposes . The Company will pay a
finder’s fee to Pareto Securities AB (“Pareto”) in connection with investors that are introduced by
Pareto to the Offering. Any finder’s fees payable will be in accordance with the policies of the TSX
Venture Exchange (the “TSXV”).
The Offering is scheduled to close on or about May 21, 2025, and is subject to certain conditions
including, but not limited to, the receipt of all necessary approvals including the approval of the
TSXV. Subject to compliance with applicable regulatory requirements and in accordance with
National Instrument 45-106 – Prospectus Exemptions (“NI 45-106”), the LIFE Offering is being
made pursuant to the listed issuer financing exemption under Part 5A of NI 45-106 (the “Listed
Issuer Financing Exemption”). The NBPP Offering is made pursuant to prospectus exemptions
under NI 45-106 including, but not limited to, the accredited investor exemption.
The securities being offered have not, nor will they be registered under the United States Securities
Act of 1933, as amended (the “U.S. Securities Act”) or any applicable securities laws of any state
of the United States and may not be offered or sold within the United States or to, or for the account
or benefit of, U.S. persons absent such registration or an applicable exemption from such
registration requirements. This release does not constitute an offer for sale or the solicitation of an
offer to buy any of the securities in the United States or to, or for the account or benefit of, a U.S.
person. “U.S. person” and “United States” are as defined in Regulation S under the U.S. Securities
Act, or elsewhere.
There is an offering document related to the Offering that can be accessed under the Company’s
profile on SEDAR+ at www.sedarplus.ca and on the Company’s website at
https://districtmetals.com/. Prospective investors should read this offering document before making
an investment decision.
Technical Information
All scientific and technical information in this news release has been prepared by, or approved by
Garrett Ainsworth, P.Geo, President and CEO of the Company. Mr. Ainsworth is a Qualified
Person for the purposes of National Instrument 43-101 – Standards of Disclosure for Mineral
Projects.
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.
District is a polymetallic exploration and development company focused on the Viken and Tomtebo
Properties in Sweden. The Viken Property covers 100% of the Viken Energy Metals Deposit, which
contains the largest undeveloped Mineral Resource Estimate of ura nium in the world1 along with
significant Mineral Resource Estimates of vanadium, molybdenum, nickel, copper, zinc, and other
important and critical raw materials. See the Company’s news release dated April 29, 2025 for
further information with respect to the Mineral Resource Estimate.
The advanced exploration stage Tomtebo Property is located in the Bergslagen Mining District of
south-central Sweden and is situated between the historical Falun Mine and Boliden’s Garpenberg
Mine that are located 25 km to the northwest and southeast, respectively. Two historic polymetallic
mines and numerous polymetallic showings are located on the Tomtebo Property along an
approximate 17 km trend that exhibits similar geology, structure, alteration and VMS/SedEx style
mineralization as other significant mines within the district.
For further information on the Tomtebo Property, please see the technical report titled “NI 43-101
Update Technical Report on the Tomtebo Project, Bergslagen Region of Sweden ” dated effective
October 15, 2020 and amended and restated on February 26, 2021, which is available on SEDAR+
at www.sedarplus.ca.
On Behalf of the Board of Directors
“Garrett Ainsworth”
President and Chief Executive Officer
(604) 288-4430
Neither the 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.
1 S&P Global Market Intelligence - Market Intelligence Research.
This is information that District Metals is obliged to make public pursuant to the EU Market Abuse
Regulation. The information was submitted for publication through the agency of the contact
persons set out above on May 13, 2025, at 9:00 am ET. The Company’s certified advisor on Nasdaq
First North Growth Market is Bergs Securities AB, +46 739 49 62 50, [email protected].
Information to investors in accordance with the Swedish Act (2023:560) on the Screening of
Foreign Direct Investments
The Company has made the assessment that the Swedish Act (2023:560) on the Screening of
Foreign Direct Investments (the “FDI Act”) is applicable to the Company’s operations. In the event
that acquisition of shares in the Company would entail that an investor after the investment would,
directly or indirectly, hold votes corresponding to or exceeding any of the thresholds of 10, 20, 30,
50, 65 or 90 percent of the votes in the Company, the investor must, in accordance with the FDI
Act, notify the Swedish National Inspectorate of Strategic Products (the “ISP”) of its investment,
before the investment is executed. For more information, please refer to the ISP’s website,
www.isp.se, or contact the Company.
Important information
The release, announcement or distribution of this press release may, in certain jurisdictions, be
subject to restrictions. The recipients of this press release in jurisdictions where this press release
has been published or distributed shall inform themsel ves of and follow such restrictions. The
recipient of this press release is responsible for using this press release, and the information
contained herein, in accordance with applicable rules in each jurisdiction. This press release does
not constitute an offer, or a solicitation of any offer, to buy or subscribe for any securities in the
Company in any jurisdiction, neither from the Company nor from someone else where such offer
would be considered illegal or in conflict with applicable legislation.
This press release is not a prospectus for the purposes of Regulation (EU) 2017/1129 of the
European parliament and of the council (the "Prospectus Regulation") and has not been approved
by any eligible regulatory authority in any jurisdiction. The Company has not authorized any offer
to the public of shares or rights in any member state of the EEA and no prospectus has been or will
be prepared in connection with the Offering. In each member state of the EEA, this press release
is directed only to "qualifie d investors", in accordance with the definition in the Prospectus
Regulation, in each such member state.
This announcement does not identify or suggest, or purport to identify or suggest, the risks (direct
or indirect) that may be associated with an investment in the new Shares. Any investment decision
in connection with the Offering must be made on the basis of all publicly available information
relating to the Company and the Company's shares, which has not been independently verified by
Pareto. Pareto is acting for the Company in connection with the Offering and no one else and will
not be responsible to anyone other than the Company for providing the protections afforded to its
clients nor for giving advice in relation to the Offering or any other matter referred to herein.
This press release does not constitute a recommendation for any investors' decisions regarding the
Offering. Each potential investor should conduct a self-examination, analysis and evaluation of the
business and information described in this press release and any publicly available information
regarding the Company and its industry. The price and value of the securities can decrease as well
as increase. Achieved results do not provide guidance for future results. The information in this
press release is made available only as background information and does claim to be exhaustive.
An investor should thus not solely rely on the information in this press release, nor on its accuracy
or completeness. Neither the contents of the Company's website nor any other website accessible
through hyperlinks on the Company's website are incorporat ed into or form part of this press
release.
Cautionary Statement Regarding “Forward-Looking Information”
This news release contains certain statements that may be considered “forward -looking
information” with respect to the Company within the meaning of applicable securities laws. In
some cases, but not necessarily in all cases, forward -looking information can be identified by the
use of forward-looking terminology such as “plans”, “targets”, “expects” or “does not expect”,
“is expected”, “an opportunity exists”, “is positioned”, “estimates”, “intends”, “assumes”,
“anticipates” or “does not anticipate” or “believes”, or variations of such words and phrases or
statements that certain actions, events or results “may”, “could”, “would”, “might”, “will” or
“will be taken”, “occur” or “be achieved” and any similar expressions. In addition, any statements
that refer to expectations, predictions, indications, projections or other characterizations of future
events or circumstances contain forward -looking information. Statements containing forward -
looking information are not historical facts but instead represent manage ment’s expectations,
estimates and projections regarding future events. Forward -looking information in this news
release relating to the Company include, among other things, statements relating to the Offering
including, but not limited to, the closing of the Offering, approvals for the Offering, finder’s fees
and use of proceeds; the Company’s Swedish polymetallic properties; the Company’s planned
exploration activities, including its drill target strategy and next steps for the Swedish properties;
and the Company’s interpretations and expectations about the results on the Swedish properties.
These statements and other forward-looking information are based on opinions, assumptions and
estimates made by the Company in light of its experience and perception of historical trends,
current conditions and expected future developments, as well as other factors that the Company
believes are appropriate and reasonable in the circumstances, as of the date of this news release,
including, without limitation the reliability of exploration and drill results; reliability of data and
the accuracy of publicly reported information regarding current, past and historic mines in the
Bergslagen district and in respect of the Swedish properties; that the Swedish government will
eventually lift or amend its moratorium on uranium exploration and mining in Sweden; the
Company’s ability to satisfy the terms of the Company’s agreement with Boliden; the Company’s
ability to raise sufficient capital to fund planned exploration activities, maintain corporate
capacity; and stability in financial and capital markets.
Forward-looking information is necessarily based on a number of opinions, assumptions and
estimates that, while considered reasonable by the Company as of the date such statements are
made, are subject to known and unknown risks, uncertainties, assumptions and other factors that
may cause the actual results, level of activity, performance or achievements to be materially
different from those expressed or implied by such forward -looking information, including but not
limited to risks associated with the following: the reliability of historic data on District’s
properties; the Company’s ability to raise sufficient capital to finance planned exploration; that
the Swedish government maintains its moratorium on uranium exploration and mining in Sweden
for the for eseeable future; the Company’s limited operating history; the Company’s negative
operating cash flow and dependence on third- party financing; the uncertainty of additional
funding; the uncertainties associated with early stage exploration activities including general
economic, market and business conditions, the regulatory process, failure to obtain necessary
permits and approvals, technical issues, potential delays, unexpec ted events and management’s
capacity to execute and implement its future plans; the Company’s ability to identify any mineral
resources and mineral reserves; the substantial expenditures required to establish mineral reserves
through drilling and the estim ation of mineral reserves or mineral resources; the uncertainty of
estimates used to calculated mineralization figures; changes in governmental regulations;
compliance with applicable laws and regulations; competition for future resource acquisitions and
skilled industry personnel; reliance on key personnel; title matters; conflicts of interest;
environmental laws and regulations and associated risks, including climate change legislation;
land reclamation requirements; changes in government policies; volatility of the Company’s share
price; the unlikelihood that shareholders will receive dividends from the Company; potential future
acquisitions and joint ventures; infrastructure risks; fluctuations in demand for, and prices of
metals; fluctuations in foreign currency exchange rates; legal proceedings and the enforceability
of judgments; going concern risk; risks related to the Company’s information technology systems
and cyber-security risks; and risk related to the outbreak of epidemics or pandemics or other health
crises. For additional information regarding these risks, please see the Company’s Annual
Information Form dated July 11, 2022 for the fiscal year ended June 30, 2021, under the heading
“Risk Factors”, which is available at www.sedarplus.ca. These factors and assumptions are not
intended to represent a complete list of the factors and assumptions that could affect the Company.
These factors and assumptions, however, should be considered carefully. Although the Company
has attempted to identify factors that would cause actual actions, events or results to differ
materially from those disclosed in the forward -looking information or information, there may be
other factors that cause actions, events or results not to be as anticipated, estimated or intended.
Also, many of such factors are beyond the control of the Company. Accordingly, readers should
not place undue reliance on forward- looking information. The forward- looking information is
made as of the date of this news release, and the Company assumes no obligation to publicly update
or revise such forward-looking information, except as required by applicable securities laws.
Information to distributors
Solely for the purposes of the product governance requirements contained within: (a) EU Directive
2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10
of Commission Delegated Directive (EU) 2017/593 supplementing M iFID II; and (c) local
implementing measures (together, the "MiFID II Product Governance Requirements"), and
disclaiming all and any liability, whether arising in tort, contract or otherwise, which any
"manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may
otherwise have with respect thereto, the shares in the Company have been subject to a product
approval process, which has determined that such shares are: (i) compatible with an end target
market of retail investors and investors who meet the criteria of professional clients and eligible
counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all
distribution channels as are p ermitted by MiFID II (the "Target Market Assessment").
Notwithstanding the Target Market Assessment, Distributors should note that: the price of the
shares in the Company may decline and investors could lose all or part of their investment; the
shares in the Company offer no guaranteed income and no capital protection; and an investment
in the shares in the Company is compatible only with investors who do not need a guaranteed
income or capital protection, who (either alone or in conjunction with an appropriate financial or
other adviser) are capable of evaluating the merits and risks of such an investment and who have
sufficient resources to be able to bear any losses that may result therefrom. The Target Market
Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling
restrictions in relation to the Offering.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment
of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take any other action whatsoever with
respect to the shares in the Company.
Each distributor is responsible for undertaking its own target market assessment in respect of the
shares in the Company and determining appropriate distribution channels.