iMetal Resources Announces Closing of Private Placement
iMetal Resources Announces Closing of
Private Placement
Vancouver, British Columbia--(Newsfile Corp. - August 18, 2026) -
iMetal Resources, Inc. (TSXV:
IMR) (OTCQB: IMRFF) (FSE: A7VA)
("
iMetal
" or the "
Company
") confirms that its previously
announced non-brokered private placement (the "
Offering
") has now been closed. In connection with
closing of the Offering, the Company issued 30,000,000 Units (each, a "
Unit
"), at a price of $0.10 per
Unit, for gross proceeds of $3,000,000.
Each Unit consists of one common share in the capital of the Company (each, a "
Share
") and one
transferable share purchase warrant of the Company (each, a "
Warrant
"). Each Warrant entitles the
holder thereof to purchase one additional Share of the Company at a price of $0.175 until August 17,
2029. The Warrants are subject to an accelerated expiry if, any time after the date that is four months
and one day after the closing date of the Offering, the volume-weighted average trading price of the
Shares on the TSX Venture Exchange ("
TSXV
") exceeds $0.40 for twenty (20) consecutive trading
days, in which event the holders of the Warrants may, at the Company's election, be given notice and the
Company will issue a press release announcing the Warrants will expire thirty (30) days following the
date of such press release.
The Offering included participation (the "
Investment
") by McFarlane Lake Mining Limited (CSE: MLM)
("
MLM
") in the amount of 14,200,852 Units. As a result, MLM now holds approximately 19.9% of the
outstanding common shares of the Company. In connection with the Investment, the Company and MLM
have entered into an investor rights agreement pursuant to which MLM is entitled to nominate one
member of the board of directors of the Company and to advise the Company on exploration activities at
the Company's Gowganda West property.
The Offering also included participation by Seahawk Capital Corp. ("
Seahawk
") in the amount of
600,000 Units. Seahawk is a holding company controlled by Saf Dhillon, the Chief Executive Officer of
the Company. As a result, participation by Seahawk constitutes a "related party transaction" within the
meaning of TSXV Policy 5.9 -
Protection of Minority Security Holders in Special Transactions
and
Multilateral Instrument 61-101 -
Protection of Minority Security Holders in Special Transactions
("
MI 61-
101
"). The Company is relying on the exemptions from the formal valuation and minority shareholder
approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of
the participation by Seahawk as neither the fair market value (as determined under MI 61-101) of the
subject matter of, nor the fair market value of the consideration for, the Offering, insofar as it involves
Seahawk, exceeds 25% of the Company's market capitalization. The Company did not file a material
change report at least twenty-one days in advance of the closing of the Offering as the participation by
Seahawk in the Offering had not been confirmed at that time.
In connection with the Offering, the Company paid cash commissions of $213,850 and issued 2,093,500
non-transferable broker warrants (each, a "
Broker Warrant
") to certain arms-length parties who
assisted in introducing subscribers to the Offering. 2,009,500 of the Broker Warrant entitle the holder to
acquire one Share at an exercise price of $0.10, with the balance entitling the holder to acquire one
Share at an exercise price of $0.175. The Broker Warrants are exercisable until August 17, 2029 and
are subject to accelerated expiry on the same terms as the Warrants. All securities issued under the
Offering are subject to a statutory hold period until December 18, 2026, in accordance with applicable
Canadian securities laws.
Integrity Capital Group Inc. acted as financial advisor, and Cassels Brock & Blackwell LLP acted as
legal advisor, to the Company in connection with the Offering. Wildeboer Dellelce LLP acted as legal
advisor to MLM in connection with the Investment.
The Company also announces that it has granted 3,350,000 incentive stock options (the "
Options
") to
certain directors, officers, and consultants. The Options vest immediately and are exercisable at a price
of $0.15 until August 17, 2031.
This press release is not an offer to sell or the solicitation of an offer to buy the securities in the United
States or in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to qualification
or registration under the securities laws of such jurisdiction. 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 or to, or for the account or benefit of, U.S.
persons absent registration or an applicable exemption from U.S. registration requirements and
applicable U.S. state securities laws.
About iMetal Resources, Inc.
iMetal is a Canadian-based junior exploration company focused on the exploration and development of
its portfolio of resource properties in Ontario and Quebec. The flagship property, Gowganda West, is an
exploration-stage gold project with a recent discovery hole of 48.5 m at 0.85 g/t gold that borders the
Juby Deposit and is located within the Shining Tree Camp area in the southern part of the Abitibi
Greenstone Gold Belt about 100 km south-southeast of the Timmins Gold Camp. The 220-hectare Ghost
Mountain property, 42 kilometres NE of Kirkland Lake, lies 5 kilometres W of Agnico Eagle's Holt and
Holloway Mine. Carheil is an exploration-stage project with multi-metal potential and previous graphite
results. The project is about 170 km north of Rouyn-Noranda in the Northern Abitibi Greenstone Belt.
ON BEHALF OF THE BOARD OF DIRECTORS
,
Saf Dhillon
President & CEO
iMetal Resources, Inc.
Tel. (604) 484-3031
Suite 550, 800 West Pender Street, Vancouver, British Columbia, V6C 2V6.
https://imetalresources.ca
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.
This release may contain forward-looking statements or forward-looking information under applicable
Canadian securities legislation that may not be based on historical fact, including, without limitation,
statements containing the words "believe," "may," "plan", "will", "estimate", "continue", "anticipate",
"intend", "expect", "potential", and similar expressions. Forward-looking statements involve known
and unknown risks, uncertainties, and other factors which may cause the actual results, performance,
or achievements of iMetal to be materially different from any future results, performance, or
achievements expressed or implied by the forward-looking statements. These forward-looking
statements are based on management's current expectations and beliefs and assume, among other
things, the ability of the Company to successfully pursue its current development plans, that future
sources of funding will be available to the Company, that relevant commodity prices will remain at
levels that are economically viable for the Company and that the Company will receive relevant
permits in a timely manner in order to enable its operations, but given the uncertainties, assumptions
and risks, readers are cautioned not to place undue reliance on such forward-looking statements or
information. The Company disclaims any obligation to update, or to publicly announce, any such
statements, events, or developments except as required by law.
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STATES
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