Metalite Announces Closing of Private Placement and Debt Settlement (February 10 2026)
Metalite Announces Closing of Private Placement and Debt Settlement
Toronto, ON, February 10, 2026 – Metalite Resources Inc. (CSE:METL) (OTC:JNCCF) (Frankfurt:D68)
("Metalite" or the "Company") is pleased to announce that it has closed its previously announced (see the
Company's press releases dated January 20, 2025 and February 4, 2025) non-brokered private placement
(the “Private Placement”) of 4,900,669 units of the Company (the " Units") for total gross proceeds of
$735,100.
Each Unit was sold at a price of $0.15 and comprised of one common share in the capital of the Company
(a " Common Share ") and one -half of one Common Share purchase warrant (each whole warrant, a
"Warrant"). Each Warrant entitles the holder thereof to purchase one Common Share, at any time on or
before February 9, 2028 (subject to acceleration) (the " Expiry Date") at a price of $0.25 (the " Warrant
Exercise Price "). The Company has the right to accelerate the expiry date of all or part of the then
outstanding Warrants if the closing price of the Common Shares on the exchange on which the Common
Shares are listed is at or above $0.50 per Common Share for a period of ten (10) consecutive trading days.
If the Company elects to exercise this right, it may provide written notice to the Warrant holders, and the
Warrants shall thereafter expire thirty (30) days following the date of such notice. This acceleration
provision will not be exercisable prior to four months and one day after the date of issuance of the Warrants.
In connection with the Private Placement, the Company paid aggregate cash finder's fees of $12,960 and
issued 86,400 broker warrants. Each broker warrant entitles the holder thereof to purchase one Unit at a
price of $0.15 until February 9, 2028. The Company intends to use the net proceeds of the Private Placement
for working capital and for other general corporate purposes.
Concurrent with the closing of the Private Placement, the Company also issued a total of 2,352,277
Common Shares at a deemed price of $0.15 per Common Share in order to satisfy the $352,842 of
indebtedness owing to senior management, former professional service providers, and financial advisors
assisting in the evaluation of strategic opportunities (the "Debt Settlement"). Following completion of the
Private Placement and the Debt Settlement, the Company has 10,356,459 Common Shares issued and
outstanding.
Because the number of Common Shares issuable in the Private Placement and Debt Settlement, on a
partially diluted basis, exceeds 100% of the Company’s currently issued and outstanding Common Shares,
certain Common Shares and Warrants included in the Units could not be issued or be exercisable until
disinterested shareholder approval was obtained, as required under Section 4.6(2)(a)(i) of the Canadian
Securities Exchange policies. The Company 's shareholders approved the Private Placement and Debt
Settlement by way of consent resolution on January 27, 2026.
Certain insiders of the Company participate d in the Private Placement, subscribing for a total of 133,333
Units for gross proceeds of $20,000. Certain insiders were also issued an aggregate of 53,333 Common
Shares as part of the Debt Settlement. Participation by insiders in the Private Placement as well as the
issuance of securities to certain parties pursuant to the Debt Settlement constitutes a "related party
transaction" as defined under Multilateral Instrument 61-101 - Protection of Minority Security Holders in
Special Transactions ("MI 61 -101"). The Company is exempt from the formal valuation and minority
approval requirements contained in sections 5.5(a) and 5.7(1)(a) of MI 61 -101 in respect of su ch insider
participation, based on a determination that fair market value of the participation in the Private Placement
and Debt Settlement by related parties does not exceed 25% of the market capitalization of the Company,
as determined in accordance with MI 61-101.
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The Private Placement is subject to final acceptance of the Canadian Securities Exchange. All securities
issued pursuant to the Private Placement are subject to a hold period of four months and one day from the
date of issuance.
About Metalite Resources Inc.
Metalite Resources Inc. is a Canadian junior mineral exploration issuer with a precious metals focused
project in NSW, Australia.
Contact Information
Metalite Resources Inc.
Chris Hazelton, CEO
(647) 660-8718
Forward-Looking Statements
This news release contains certain "forward-looking statements". All statements, other than statements of
historic fact, that address activities, events or developments that the Company believes, expects or
anticipates will or may occur in the future are forward -looking statements. Forward -looking statements
are often, but not always, identified by the use of words such as "seek," "anticipate," "believe," "plan,"
"estimate, “expect," and "intend" and statements that an event or result "may," "will," "can," "should,"
"could," or "might" occur or be achieved and other similar expressions. These forward-looking statements
reflect the current expectations or beliefs of the Company based on information currently available to the
Company. Forward-looking statements are subject to a number of risks and uncertainties that may cause
the actual results of the Company to differ materially from those discussed in the forward -looking
statements, and even if such actual results are realized or substantially realized, there can be no assurance
that they will have the expected consequences to, or effects on the Company. Forward looking statements
in this press release include statements regarding the use of the net proceeds of the Private Placement; and
the Company’s ability to obtain all necessary approvals, including the final acceptance of the Canadian
Securities Exchange. Factors that could cause actual results or events to differ materially from current
expectations include, among other things, failure to obtain all necessary regulatory approvals with respect
to the key terms . Additional risk factors that may impact the Company or cause actual results and
performance to differ from the forward looking statements contained herein are set forth in the Company's
most recent management's discussion and analysis of financial condition (a copy of which can be obtained
under the Company's profile on www.sedarplus.com). Although the Company believes that any forward -
looking information and statements herein are reasonable, in light of the use of assumptions and the
significant risks and uncertainties inherent in such information and statements, there can be no assurance
that any such forward -looking information and statements will prove to be accurate, and accordingly
readers are advised to rely on their own evaluation of such risks and uncertainties and should not place
undue reliance upon such forward -looking information and statements. Any forward -looking information
and statements herein are made as of the date hereof, and except as required by applicable laws, the
Company assumes no obligation and disclaims any intention to update or revise any forward -looking
information and statements herein or to update the reasons that actual events or results could or do differ
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from those projected in any forward looking information and statements herein, whether as a result of new
information, future events or results, or otherwise, except as required by applicable laws.
Neither the Canadian Securities Exchange, nor its Regulation Services Provider (as that term is defined
in the policies of the Exchange) accepts responsibility for the adequacy or accuracy of this release. No
stock exchange, securities commission or other regulatory authority has approved or disapproved the
information contained herein.
NOT FOR DISTRIBUTION TO UNITED STATES WIRE SERVICES OR DISSEMINATION IN THE
UNITED STATES. THIS NEWS RELEASE DOES NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES IN THE UNITED STATES.
THE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT") OR ANY
STATE SECURITIES LAWS AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED
STATES OR TO U.S. PERSONS UNLESS REGISTERED UNDER THE U.S. SECURITIES ACT AND
APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION
IS AVAILABLE. THIS NEWS RELEASE DOES NOT CONSTITUTE AN OFFER OR SALE OF
SECURITIES IN THE UNITED STATES.