New Energy Metals Announces Non-Brokered Private Placement
NEW ENERGY METALS ANNOUNCES NON-BROKERED PRIVATE PLACEMENT
Vancouver, BC – May 20, 202 6 – New Energy Metals Corp. (TSXV: ENRG) (OTCQB:
NRGYF) (“New Energy ” or the “Company “) is pleased to announce a non -brokered private
placement of up to 1,000,000 units (each, a " Unit") at a price of $0. 125 per Unit for aggregate
gross proceeds of up to $125,000 (the "Offering").
Each Unit will consist of one common share in the capital of the Company (a "Share") and one
transferable common share purchase warrant (a “Warrant”). Each Warrant will entitle the holder
to acquire one additional Share (a "Warrant Share") at an exercise price of $0.1 65 per Warrant
Share for a period of five (5) years from the date of issuance. The Warrants will be subject to an
acceleration provision whereby, if the closing price of the Shares on the TSX Venture Exchange
(the “ TSXV”) equals or exceeds $0. 50 for 10 consecutive trading days, the Company may
accelerate the expiry date of the Warrants by issuing a news release announcing such
acceleration (the “Notice”). In such event, the Warrants will expire on the date that is thirty (30)
days following the date the Notice.
The Company intends to use the net proceeds from the Offering for general working capital
purposes.
Pursuant to Multilateral Instrument 61 -101 – Protection of Minority Security Holders in Special
Transactions (“MI 61- 101”), the Company advises that certain insiders may participate in the
Offering. Such participation will constitute a “related party transaction” within the meaning of
MI 61 -101. The Company intends to rely on the exemptions from the formal valuation and
minority shareholder approval requirements provided under sections 5.5(a) and 5.7(1)(a) of MI
61-101, as the fair market value of the participation by related parties is not expected to exceed
25% of the Company’s market capitalization.
All securities to be issued in connection with the Offering will be subject to a statutory hold period
of four months and one day from the date of issuance in accordance with applicable securities
laws. Completion of the Offering remains subject to the acceptance of the TSXV.
The securities offered have not been and will not be registered under the United States Securities
Act of 1933, as amended, or any U.S. state securities laws, and may not be offered or sold in the
United States absent registration or an applicable exemptio n from such registration
requirements.
ON BEHALF OF THE BOARD OF DIRECTORS,
NEW ENERGY METALS CORP.
Kenneth Kaczkowski
CEO
www.new-enrg.com
About New Energy Metals Corp.
New Energy Metals Corp. is a Canadian -based resource company listed on the TSX Venture
Exchange under the symbol “ENRG”. The Company holds an option to purchase a 100% interest
in the Troitsa Copper property covering approximately 7,000 hectares located in the Omineca
Mining Division of British Columbia.
Neither the 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 Statements
This news release contains certain “forward -looking statements” within the meaning of
applicable Canadian securities legislation. Forward -looking statements include, but are not
limited to, statements regarding the completion of the Offering, the anticipated use of proceeds,
the participation of insiders in the Offering, and the receipt of all necessary regulatory approvals,
including the acceptance of the TSXV. Forward- looking statements are frequently identified by
words such as “expects”, “anticipates”, “believes”, “intends”, “plans”, “will”, “may”, “could”,
“should”, “would” and similar expressions.
Forward-looking statements are based on a number of assumptions believed by management to
be reasonable at the time such statements are made, including assumptions regarding market
conditions, investor participation, and the timely receipt of all required approvals. However,
forward-looking statements are subject to known and unknown risks, uncertainties and other
factors that may cause actual results, performance or achievements to differ materially from
those expressed or implied by such forward -looking statements, including, without limitation,
risks related to market conditions, the availability of financing, regulatory approvals, and general
economic, market or business conditions.
Readers are cautioned not to place undue reliance on forward-looking statements. The Company
undertakes no obligation to update or revise any forward-looking statements, except as required
by applicable securities laws.