Grid Metals Completes $5 Million Private Placement
Grid Metals Completes $5 Million Private Placement
Not for distribution to United States Newswire Services or for dissemination in the
United States
January 2, 2024 : TORONTO -- Grid Metals Corp. (TSXV: GRDM; OTCQB: MSMGF)
("Grid" or the "Company") is pleased to announce it has closed the second and final
tranche of a non-brokered private placement (the “Offering”) which was announced
on November 29, 2023 and December 5, 2023. In total the Company raised $5,058,882
in two tranches. The first tranche of 23,209,000 special flow-through common shares
were issued at $0.18 for proceeds of $4,177,620 on December 22, 2023 (the “Special
Flow-Through Shares”). The second tranche of the Offering consisted of 4,000,000
Special Flow-through Shares at a price of $0.18 per share for proceeds of $7 20,000
and 1,151,143 ordinary flow-through common shares priced at $0.14 per share for
proceeds of $161,202 (the “Ordinary Flow-Through Shares”).
The Special Flow-Through Shares and the Ordinary Flow -Through Shares have been
issued as a “flow-through shares” within the meaning of the Income Tax Act (Canada).
Proceeds from the sale of Special Flow-Through Shares and the Ordinary Flow-Through
Shares will be used to incur "Canadian exploration expenses" as defined in subsection
66.1(6) of the Income Tax Act that qualify for the federal 30% Critical Mineral
Exploration Tax Credit and will be eligible for the 30% Manitoba Mineral Exploration
Tax Credit. Such proceeds will be renounced to the subscribers with an effective date
not later than December 31, 202 3, in the aggregate amount of not less than the total
amount of gross proceeds raised from the issue of the Special Flow-Through Shares
and the Ordinary Flow-Through Shares.
Finders fees paid on the closing of the second tranche of the Offering consisted of a
cash payment of $1,399 and issuance of 9,996 finders warrants exercisable at $0.15
per share for a period of two years from the closing date . There were no finders
warrants payable on the closing of the first tranche of the Offering. The proceeds of
the financing will be used for resource drilling at the Company’s Donner Lake Lithium
Project and for further exploration drilling at the Donner Lake Lithium Project and at
the Company’s Falcon West Lithium Property.
Certain directors and officers of the Company participated in the Offering purchasing
an aggregate total of 1,720,100 Ordinary Flow -Through Shares and Special Flow -
Through Shares via backend buying, which participation constituted a related party
transaction pursuant to the policies of the TSX Venture Exchange (the "TSXV") and
Multilateral Instrument -101 - Protection of Minority Security Holders in Special
Transactions ("MI 61-101"). The Company relied on the exemptions from the valuation
and minority approval requirements set forth in Paragraphs 5.5(a) and (b) of MI 61 -
101 with respect to the valuation requirement and Paragraph 5.7(b) with respect to
the minority shareholder approval requirement. A material change report with
respect to the final closing of the Offering will be filed less than 21 days prior to the
closing date of the Offering as participation by insiders was not settled until shortly
prior to closing and the Company wished to complete the Offering as expeditiously as
possible. Closing of the Offering has been conditionally approved by the TSXV, with
final acceptance subject to the fulfillment of the customary requirements of the TSXV.
The Offering included additional investments from two institutional shareholders of
the Company (see press release dated November 29, 2023 ) who purchased
18,619,000 shares as backend buyers of the Special Flow-Through Shares.
Resale of the securities of the Company issued under the Offering will be subject to a
hold period pursuant to Canadian securities laws of four months and one day following
the closing date of each tranche of the Offering.
This news release does not constitute an offer of securities for sale in the United
States. The securities being offered have not been, nor will they be, registered under
the United States Securities Act of 1933, as amended, and such securities may not be
offered or sold within the United States absent U.S. registration or an applicable
exemption from U.S. registration requirements.
About Grid Metals Corp.
Grid Metals is focused on its Donner Lake Lithium Project located in the Bird River
greenstone belt in southeastern Manitoba, approximately 150 km northeast of
Winnipeg, Manitoba. Grid has a 75% project interest in Donner Lake and is the project
operator subject to a joint venture agreement with a fund controlled by Waratah
Capital Advisors. Grid has a lease agreement on the True North mill where it plans to
process feed from the Donner Lake Property. Grid also has an MOU with Tantalum
Mining Corporation of Canada Limited who operates the nearby producing Tanco
Mine which is one of only two lithium -producing mines in Canada. In addition to the
100%-owned Falcon West Lithi um Project, the Company controls the PEA stage
Makwa-Mayville Ni-Cu-PGM-Co project. Grid’s properties are located in the
traditional territory of the Sagkeeng First Nation.
On Behalf of the Board of Grid Metals Corp.
For more information about the Company, please see the Company website at
www.gridmetalscorp.com or contact:
Robin Dunbar – President, CEO & Director – [email protected]
Brandon Smith – Chief Development Officer – [email protected]
David Black – Investor Relations – [email protected]
We seek safe harbour. This news release contains forward -looking statements within the meaning of the
United States Private Securities Litigation Reform Act of 1995 and forward-looking information within the
meaning of the Securities Act (Ontario) (togethe r, "forward-looking statements"). Such forward -looking
statements include the Company’s closing of the proposed financial transactions, sale of royalty and
property interests. the overall economic potential of its properties, the availability of adequate f inancing
and involve known and unknown risks, uncertainties and other factors which may cause the actual results,
performance or achievements expressed or implied by such forward- looking statements to be materially
different. Such factors include, among o thers, risks and uncertainties relating to potential political risk,
uncertainty of production and capital costs estimates and the potential for unexpected costs and expenses,
physical risks inherent in mining operations, metallurgical risk, currency fluct uations, fluctuations in the
price of nickel, cobalt, copper and other metals, completion of economic evaluations, changes in project
parameters as plans continue to be refined, the inability or failure to obtain adequate financing on a timely
basis, and other risks and uncertainties, including those described in the Company's Management
Discussion and Analysis for the most recent financial period and Material Change Reports filed with the
Canadian Securities Administrators and available at www.sedar.com.
Neither the TSX Venture Exchange nor its Regulations Services Provider (as that term is defined in the
policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this press
release.
This news release does not constitute an offer of securities for sale in the United States. The securities
being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as
amended, and such securities may not be offered or sold within the United States absent U.S. registration
or an applicable exemption from U.S. registration requirements.