Metalite Announces Upsizing of Private Placement to up to $700,000 (February 4 2026)
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Metalite Announces Upsizing of Private Placement to up to $700,000
Toronto, ON, February 4, 2026 – Metalite Resources Inc. (CSE:METL) (OTC:JNCCF) (Frankfurt:D68)
("Metalite" or the "Company") is pleased to announce that due to strong investor demand, the Company
is upsizing its previously announced (see the Company's press release dated January 20, 2025) non-brokered
private placement of units of the Company (the " Units") at a price of $0.15 per Unit (the “ Private
Placement”) from total gross proceeds of up to $465,000 to total gross proceeds of up to $700,000, or such
other lesser or greater amount as the Company may determine.
Concurrent with the closing of the Private Placement, the Company also intends to close its previously
announced (see the Company's press release dated January 20, 2025) debt settlement transaction (the "Debt
Settlement") through the issuance of a total of 2,352,277 common shares in the capital of the Company (a
"Common Share"). The Common Shares issued pursuant to the Debt Settlement will be issued, at a deemed
price of $0.15 per Common Share , in order to satisfy $352,842 of indebtedness owing to senior
management, former professional service providers, and financial advisors assisting in the evaluation of
strategic opportunities.
The Private Placement and Debt Settlement are expected to close on or about February 9, 2026.
Each Unit sold in the Private Placement will be comprised of one 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, at any time on or before the two-year anniversary from the date of
issuance (subject to acceleration) (the "Expiry Date") at a price of $0.25 (the "Warrant Exercise Price").
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, the Company will have
the right to accelerate the expiry date of all or part of the then outstanding Warrants. 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.
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 8% of the proceeds of the subscriptions introduced to the Company by
the finder(s) and broker units in an amount equal to up to 8% 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.
The Company intends to use the net proceeds of the Private Placement for working capital and for other
general corporate purposes. The securities issued in connection with the Private Placement and Debt
Settlement are subject to a statutory hold period expiring four months and one day from the date of issuance
of the securities. Because the number of Common Shares to be issued or issuable in the Private Placement
and Debt Settlement, on a partially diluted basis, exceeds 100% of the Company’s currently issu ed and
outstanding Common Shares, certain Common Shares and Warrants included in the Units cannot be issued
or be exercisable until shareholder approval is obtained, as required under Section 4.6(2)(a)(i) of the
Canadian Securities Exchange policies. The Company intends to obtain this approval prior to closing by
written consent of shareholders holding a majority of the issued and outstanding Common Shares.
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Certain insiders of the Company are expected to participate in the Private Placement. 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 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 related parties does not
exceed 25% of the market capitalization of the Company, as determined in accordance with MI 61-101.
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 closing thereof, and the Company's ability to obtain
shareholder approval within the prescribed time period, or at all . Factors that could cause actual results
or events to differ materially from current expectations include, among other things, failure to obtain
shareholder approval and all necessary regulatory approvals with respect to the key terms , failure to
complete the Private Placement and Debt Settlement , 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
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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.