District Updates on Change of Control, Equity Grant and Proceeds from Warrant Exercises
918-1030 West Georgia Street, Vancouver, BC, V6E 2Y3
Telephone: (604) 288-4430
District Updates on Change of Control, Equity Grant and
Proceeds from Warrant Exercises
Vancouver, B.C. June 27, 2025
June 27, 2025 – District Metals Corp. (TSX-V: DMX) (Nasdaq First North: DMXSE SDB)
(OTCQB: DMXCF) (FRA: DFPP); (“District” or the “Company”) announces the amendment
to certain change of control provisions for the CEO and CFO of the Company, equity incentive
grants and proceeds received on the exercise of warrants.
Effective June 27, 2025, the Company approved certain amendments to change of control or
termination benefits within Garrett Ainsworth’s executive employment agreement and Marlis
Yassin’s executive consulting agreement (each, the “Executive Agreement”). Pursuant to the
amendments, if there is a c hange of c ontrol of the Company and the Executive Agreement is
terminated by the Company within 12 months of the change of control, the Company will pay the
executive two times annual compensation plus two times the average annual bonus paid, if any,
during the last two full years of employment immediately upon such termination, and all incentive
securities granted to the executive shall immediately vest and be exercisable in accordance with
the District Omnibus Incentive Plan . If the executive is otherwise terminated without cause , the
Company will pay the executive one times annual compensation plus one times the average
annual bonus paid, if any, during the last full year of employment immediately upon such
termination, and all incentive securities granted to the executive shall immediately vest and be
exercisable in accordance with the District Omnibus Incentive Plan.
The Company also announces that it has granted a total of 3,300,000 incentive stock options to
directors, officers and consultants of the Company, 925,000 restricted share units to officers of
the Company and 675,000 deferred share units to directors of the Company. Each stock option
vests on the grant date and is exercisable to purchase one common share of the Company for five
years at a price of $0.69 per common share (the closing price of the Company’s c ommon shares
on June 26, 2025, the date prior to the grant date) pursuant to the terms of the Company’s Omnibus
Incentive Plan. Each restricted share unit and deferred share unit represents a right to acquire one
common share of the Company, cash equivalent or combination thereof in accordance with the
Company’s Omnibus Incentive Plan. The restricted share units and deferred share units vest over
three years.
Exercise of Warrants
To date in June 2025, the Company has issued 7,132,500 common shares pursuant to the exercise
of warrants, resulting in gross proceeds of $1,432,250.
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 s hareholder 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 (“MRE”) of uranium
in the world 1 along with significant M ineral Resource Estimates of vanadium , molybdenum,
nickel, copper, zinc, and other important and critical raw materials.
For further information on the Viken Property, please see the technical report titled “ Updated
Mineral Resource Estimate and Technical Report on the Viken Energy Metals Project, Jämtland
County, Sweden” dated effective April 25, 2025, which is available under the Company’s profile
on SEDAR+ at www.sedarplus.ca.
The advanced exploration stage Tomtebo Property is located in the Bergslagen Mining District
of south- central Sweden and is situated between the historic al 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 exhi bits 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 t echnical 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
under the Company’s profile 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.
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 n ot
anticipate” or “bel ieves”, 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 management’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 Viken Deposit;
results of the Viken Deposit MRE and size thereof; realization of MRE; the results of exploration and drilling and interpretations
thereof, and future exploration; the Company’s Swedish polymetallic 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; stability in financial and capital ma rkets;
the Company’s ability to complete its planned exploration programs; the absence of adverse conditions at mineral properties; no
unforeseen operational delays; no material delays in obtaining necessary permits; the price of metals remaining at levels that
render mineral properties economic; and the ability to realize on the mineral resource estimates.
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 foreseeable 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, unexpected events and management’s capacity to execute and implement its future
plans; the Company’s ability to identify M ineral Resources and Mineral Reserves; the substantial expenditures required to
establish Mineral Reserves through drilling and the estimation of M ineral Reserves or M ineral 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 intere st; 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 divid ends 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.
1 S&P Global Market Intelligence - Market Intelligence Research