Metal Energy Upsizes Private Placement
Metal Energy Upsizes Private Placement
Toronto, Ontario--(Newsfile Corp. - December 6, 2024) - Metal Energy Corp. (TSXV: MERG) (OTCQB:
MEEEF) (the "Company" or "Metal Energy") is pleased to announce that it has upsized its previously
announced non-brokered private placement (the "Offering") to accommodate strong investor demand.
The Offering will now consist of aggregate gross proceeds of up to $1,000,000.
Other than the upsize of the Offering, all other details of the non-brokered financing remain as disclosed
in the news release of the Company issued on
December 4
th
, 2024
.
The Offering consists of any combination of (i) units of the Company (the "Units") at $0.04 per unit and
(ii) flow-through units of the Company (each "FT" Unit") at a price of $0.05 per FT Unit. Each Unit will be
comprised of one common share in the capital of the Company (a "Common Share") and one-half of one
Common Share purchase warrant ("Warrant"). Each Warrant is exercisable to acquire one Common
Share in the capital of the Company (a "Warrant Share") at an exercise price of $0.08 per Warrant
Share for a period of 24 months from the closing of the Offering.
Each FT Unit will be comprised of one common share in the capital of the Company (within the meaning
of the
Income Tax Act (Canada)
(a "FT Common Share") and one-half of one Common Share purchase
warrant ("Non-Flow Through"). Each FT Warrant is exercisable to acquire one Common Share (a "FT
Warrant Share") at an exercise price of $0.10 per FT Warrant Share for a period of 24 months from the
closing of the Offering.
The Shares issued under the Offering will be subject to restrictions on resale for a period of four months
+ one day from the date of issue. The Company may pay a finder's fee in cash and/or share purchase
warrants in connection with the Offering.
Subject to TSX Venture Exchange approval, Orecap Invest Corp. ("Orecap") has indicated it will
subscribe for up to $220,000 of the Units in the Offering.
The participation of Orecap in the Offering will
be a Non-Arm's Length Transaction under TSX Venture Exchange policies, and may be treated as a
"related party transaction" under Multilateral Instrument 61-101 - Protection of Minority Security Holders
in Special Transactions ("MI 61-101") as certain directors and officers of Metal Energy are also
directors, officers and/or shareholders Orecap.
MI 61-101 requires that an issuer obtain approval of a majority of the disinterested shareholders as well
as a formal valuation for a transaction that constitutes a related party transaction, absent an exemption
from such requirements. The participation of Orecap in the Offering will be exempt from the valuation
requirement and minority shareholder requirements of MI 61-101 as the Metal Energy Shares will not
exceed 25% of Metal Energy's market capitalization.
Orecap is an investment issuer listed on the TSXV and seeks Special Situation investments in the
natural resource sector that offer shareholders diverse exposure to high returns in precious and critical
metal assets and businesses.
The Offering is scheduled to close on or around December 17, 2024, and is subject to certain conditions
including, but not limited to, receipt of all necessary approvals including the approval of the TSX Venture
Exchange.
About Metal Energy
Metal Energy is a critical metals exploration company with two high-potential projects in politically stable,
Canadian jurisdictions:
Manibridge (Ni-Cu-Co-PGE) in Manitoba and its recently acquired Highland
Valley Project (Cu-Mo-Ag-Au-Re) in British Columbia.
Metal Energy Corp.
MERG on the TSXV
416.644.1567
Reader Advisory
Certain information set forth in this news release contains forward-looking statements or information
("forward-looking statements"), including details about the business of the Company. By their nature,
forward-looking statements are subject to numerous risks and uncertainties, some of which are
beyond the Company's control, including the impact of general economic conditions, industry
conditions, volatility of commodity prices, currency fluctuations, environmental risks, operational risks,
competition from other industry participants, stock market volatility. Forward-looking statements in this
press release include statements regarding, among other things: the completion of the Offering on the
terms anticipated, or at all, and the timing and closing thereof; the Company's anticipated use of the
proceeds of the Offering; Metal Energy's business, strategy, objectives, strengths and focus; and the
performance and other characteristics of the Company's properties and expected results from its
assets. Such statements reflect the current views of management of the Company with respect to
future events and are subject to certain risks, uncertainties and assumptions that could cause results
to differ materially from those expressed in the forward-looking statements.
Although the Company
believes that the expectations in its forward-looking statements are reasonable, its forward-looking
statements have been based on factors and assumptions concerning future events which may prove
to be inaccurate. Those factors and assumptions are based upon currently available information.
Such statements are subject to known and unknown risks, uncertainties and other factors that could
influence actual results or events and cause actual results or events to differ materially from those
stated, anticipated or implied in the forward-looking statements. Accordingly, readers are cautioned
not to place undue reliance on the forward-looking statements, as no assurance can be provided as to
future results, levels of activity or achievements. Risks, uncertainties, material assumptions and other
factors that could affect actual results are discussed in our public disclosure documents available at
www.sedarplus.ca
including the Filing Statement dated November 15, 2021. Furthermore, the forward-
looking statements contained in this document are made as of the date of this document and, except
as required by applicable law, the Company does not undertake any obligation to publicly update or to
revise any of the included forward-looking statements, whether as a result of new information, future
events or otherwise. The forward-looking statements contained in this document are expressly
qualified by this cautionary statement.
To view the source version of this press release, please visit
https://www.newsfilecorp.com/release/232758