Metalite Announces Non-Brokered Private Placement of Units and Concurrent Debt Settlement
Metalite Announces Non-Brokered Private Placement of Units and Concurrent Debt Settlement
Toronto, ON, January 20, 2026 – Metalite Resources Inc. (CSE:METL) (OTC:JNCCF) (Frankfurt:D68)
("Metalite" or the "Company") announces today that it is undertaking a non-brokered private placement,
to be completed in one or more tranches, of up to 3,100,000 units of the Company (the "Units") at a price
of $0.15 per Unit, for aggregate gross proceeds of up to $ 465,000, with the ability to further upsize at the
Company’s sole discretion (subject to the approval of the Canadian Securities Exchange (the "CSE")) (the
“Private Placement”).
Each Unit will be comprised of one common share (a " Common Share") and one-half of one Common
Share purchase warrant (each whole warrant, a "Warrant"). Each Warrant will entitle the holder thereof
to purchase one Common Share, for a period of two years (subject to acceleration as noted below) after the
issuance of the Warrant at a price of $0.25. If the closing price of the 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) consecutiv e
trading days , the Company will have the right to accelerate the expiry date of all or part of the then
outstanding Warrants. If the Corporation 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.
The Units will be offered in each province of Canada, as well as the United States and other jurisdictions
pursuant to available prospectus and/or registration exemptions and applicable securities laws. All securities
issued pursuant to the Private Placement will be subject to a four -month hold period in accordance with
applicable securities laws.
Finder’s fees may be paid to eligible finders in accordance with applicable laws and regulations consisting
of a cash commission equal to up to 7% of the proceeds of the subscriptions introduced to the Company by
the finder(s) and broker units in an amount equal to up to 7% of the number of Units purchased by investors
that were introduced to the Company by the finder(s) and sold pursuant to the Private Placement. Each
broker unit will entitle the holder thereof to purchase one Unit at a price of $0.15 for a period of 24 months
following the closing date.
Metalite intends to use the gross proceeds from the Private Placement to fund exploration work on the
Arthurs Seat project located in New South Wales, Australia, and for general corporate purposes and
working capital.
Debt Settlements
The Company is also pleased to announce that it has entered into debt settlement agreements with certain
arm's-length and non-arm's-length creditors to settle outstanding indebtedness totaling $352,842 (the “Debt
Settlement”). The Debt Settlement relates to fees owing to senior management, former professional service
providers, and financial advisors assisting in the evaluation of strategic opportunities.
In accordance with the Debt Settlement, the Company will issue an aggregate of 2,352,277 Common Shares
at a deemed price of $0.15 per Common Share to certain arm's length and non-arm's length creditors.
The board of directors of the Company has determined that completing the Debt Settlement is in the best
interests of the Company as it will preserve cash for working capital purposes and strengthen the Company’s
balance sheet.
PR - METL - Jan 20 2026 - PP and Debt Settlement.docx
The Common Shares issued pursuant to the Debt Settlement will also be subject to a four-month hold period
in accordance with applicable securities laws.
Certain insiders of the Company are expected to participate in the Private Placement and Debt Settlement.
Participation by insiders 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
intends to rely on exemptions 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 such insider participation, based on a determination
that fair market value of the participation in the Private Placement and Debt Settlement by insiders does not
exceed 25% of the market capitalization of the Company, as determined in accordance with MI 61-101.
CSE and Shareholder Approval
The Private Placement and Debt Settlement will be subject to customary closing conditions, including
approval by the CSE. As the number of securities issued in the Private Placement and Debt Settlement is
expected to exceed 100% of the Company’s current issued and outstanding Common Shares, the Common
Shares issuable in connection with the Debt Settlement, the Warrants that make up part of the Units issued
in the Private Placement, and any Units issuable in a ny upsize oversubscription of the Private Placement
(if applicable) will not be issued or exercisable (as applicable) until the Company obtains shareholder
approval in accordance with Section 4.6(2)(a)(i) of the CSE Policies. The Company intends to obtain such
shareholder approval by written consent of the holders of not less than 50% of t he outstanding Common
Shares.
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 proposed Private Placement and the closing thereof,
the terms of the Debt Settlement transaction, and the Company's ability to obtain shareholder approval .
Factors that could cause actual results or events to differ materially from current expectations include,
PR - METL - Jan 20 2026 - PP and Debt Settlement.docx
among other things, failure to obtain all necessary regulatory approvals with respect to the key terms and
completion of the Private Placement, and the over/undersubscription in the Private Placement. 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 assuranc e 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 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.