Scotia Metals Announces Closing of Business Combination and Concurrent Financing
Scotia Metals Announces Closing of Business
Combination and Concurrent Financing
Vancouver, British Columbia--(Newsfile Corp. - July 28, 2026) - Scotia Metals Corp. (CSE: CRVC.X)
(formerly, Cross River Ventures Corp.) (the "
Company
" or "
Scotia Metals
") is pleased to announce,
further to its news releases dated January 30, 2026 and July 15, 2026, that it has completed its
previously announced business combination (the "
Transaction
") in accordance with the terms of the
business combination agreement (the "
Business Combination Agreement
") dated January 30, 2026
among the Company, Scotia Lithium Corp. ("
Scotia Lithium
") and the shareholders of Scotia Lithium
(the "
Scotia Lithium Shareholders
") pursuant to which, among other things, the Company acquired all
of the issued and outstanding shares of Scotia Lithium (each, a "
Scotia Lithium Share
") in exchange
for 13,000,000 common shares in the capital of the Company (each, a "
Consideration Share
").
The Company is also pleased to announce that it has completed its non-brokered private placement (the
"
Concurrent Financing
") of: (i) 3,758,768 common shares of the Company (each, a "
FT Share
"),
each issued as a "flow-through share" within the meaning of the
Income Tax Act
(Canada) (the "
Tax
Act
"), at a price of $0.325 per FT Share for gross proceeds of $1,221,600; and (ii) 18,313,600 non-flow-
through common shares of the Company (each, a "
Non-FT Share
") at a price of $0.25 per Non-FT
Share for gross proceeds of $4,578,400.
The Company expects to resume trading on the Canadian Securities Exchange (the "
Exchange
") on or
about August 4, 2026, under the symbol "SMET", subject to final approval by the Exchange. All share
numbers in this news release are presented on a post-Consolidation basis (as defined herein).
Summary of the Transaction
Pursuant to the Business Combination Agreement, the outstanding Scotia Lithium Shares were
acquired by the Company in exchange for the issuance of an aggregate 13,000,000 Consideration
Shares to former Scotia Lithium Shareholders. As a result of the Transaction, the Company now
indirectly holds a 100% interest in Continental Lithium Ltd., the holder of a 100% interest in the L3
Lithium project located in Nova Scotia (the "
L3 Lithium Project
").
In connection with the Transaction and pursuant to the Business Combination Agreement, the Company:
(i) consolidated its issued and outstanding Common Shares on a 30:1 basis (the "
Consolidation
"); (ii)
changed its name to "Scotia Metals Corp." (the "
Name Change
"); (iii) completed the Concurrent
Financing for gross proceeds of $5,800,000; and (iv) re-constituted its management so that it is
comprised of Rodrigo Roso (Chief Executive Officer and Director), Alan Sye (Chief Financial Officer and
Corporate Secretary), James Abson (VP Exploration), Brian Talbot (Chairman and Director), Nick
Rowley (Director), Darryl Cardey (Director) and Shawn Khunkhun (Director). The Company paid a
finder's fee of 680,000 post-Consolidation Common Shares to an arm's length finder in connection with
the Transaction. No new control person was created as a result of the Transaction.
In connection with the Concurrent Financing, the Company paid certain arm's length finders (each, a
"
Finder
") aggregate finder's fees of $118,803 in cash.
The net proceeds of the Concurrent Financing will be used to fund: (i) expenses of the Transaction and
the Concurrent Financing; (ii) exploration at the L3 Lithium Project; and (iii) general working capital
purposes following completion of the Transaction. The gross proceeds of the sale of FT Shares will be
used to incur eligible "Canadian exploration expenses" that qualify as "flow-through critical mineral
mining expenditures" as such terms are defined in the Tax Act. The Company will renounce such
expenditures with an effective date of no later than December 31, 2026, in an amount of not less than the
total amount of the gross proceeds raised from the issuance of FT Shares, and incur such expenses by
December 31, 2027.
All securities issued in the Concurrent Financing are subject to a hold period expiring four months and
one day from the closing date of the Concurrent Financing in accordance with applicable securities laws
and Exchange policies. The Consideration Shares issued pursuant to the Transaction are subject to
contractual hold periods, which expire as follows: (i) immediately upon closing in respect of 10% of the
Consideration Shares; (ii) six months following closing of the Transaction in respect of 30% of the
Consideration Shares; (ii) 12 months following closing of the Transaction in respect of 30% of the
Consideration Shares; and (iv) 18 months following closing of the Transaction in respect of 30% of the
Consideration Shares.
Following closing of the Transaction, the Company granted 1,175,000 stock options (each, an "
Option
")
pursuant to the Company's omnibus incentive plan, approved by shareholders of the Company at the
Company's annual general meeting of shareholders held on March 24, 2026 (the "
Option Grant
"). Each
Option entitles the holder thereof to acquire one common share in the capital of the Company for an
exercise price of $0.25 for a period of five years. 50% of such Options vested immediately upon grant
and 50% of such Options will vest on the date that is one year following the date of grant.
Following closing of the Transaction, including the Concurrent Financing and the Option Grant, the
Company has: (i) 45,353,041 common shares issued and outstanding; (ii) 6,500,000 common shares
reserved for issuance upon exercise of 6,500,000 Scotia Lithium Share purchase warrants outstanding;
and (iii) 1,175,000 common shares reserved for issuance upon exercise of 1,175,000 options
outstanding.
For further information with respect to the Transaction, please refer to the Company's CSE Form 2A
Listing Statement which will be posted under its SEDAR+ profile at
www.sedarplus.ca
.
L3 Lithium Project Technical Report
The Company has filed a technical report with an effective date of June 15, 2026 (the "
Technical
Report
") in respect of the L3 Lithium Project. The Technical Report was completed pursuant to National
Instrument 43-101 –
Standards of Disclosure for Mineral Projects
and was authored by independent
qualified person, Jesse R. Halle, P.Geo, of Halle Geological Services Ltd. The Technical Report is
available under the Company's SEDAR+ profile at
www.sedarplus.ca
.
About Scotia Metals
Scotia Metals is in the business of acquiring and developing Lithium and other battery metals projects.
The L3 Lithium Project comprises a large, 100%-owned land package of approximately 1,200 km²
across 109 mineral licences, securing over 100 km of prospective lithium pegmatite strike in western
Nova Scotia. The ground is strategically located along strike from Champlain Mineral Ventures' Brazil
Lake Lithium Project and immediately south of the former East Kemptville Tin Mine. The area is highly
underexplored, with multiple priority targets identified within the Silurian White Rock Formation where
coarse-grained pegmatites are associated with the South Mountain Batholith. The project benefits from
excellent infrastructure, including access to ports, power, roads, and proximity to Halifax and its
international airport.
On behalf of the Board of Directors of SCOTIA METALS CORP.
Rodrigo Roso
CEO and Director
Tel: 778-726-3356
Forward-Looking Statements
Certain statements in this press release regarding the Company's future expectations, beliefs, plans,
objectives, financial conditions, assumptions or future events or performance that are not historical facts
are "forward-looking" statements based on assumptions currently believed to be valid. Forward-looking
statements are all statements other than statements of historical facts. The words "anticipate," "believe,"
"ensure," "expect," "if," "intend," "estimate," "probable," "project," "forecasts," "predict," "outlook," "aim,"
"will," "could," "should," "would," "potential," "may," "might," "likely," "plan," "positioned," "strategy," and
similar expressions or other words of similar meaning, and the negatives thereof, are intended to identify
forward-looking statements. Specific forward-looking statements herein include, but are not limited to,
statements regarding the Company's business and strategic plans, and the use of proceeds of the
Concurrent Financing.
These forward-looking statements involve significant risks and uncertainties that could cause actual
results to differ materially from those anticipated, including, but not limited to: the effects of the business
combination of the Company and Scotia Lithium, including the combined company's future financial
condition, results of operations, strategy and plans; changes in capital markets and the ability of the
combined company to finance operations in the manner expected; the risk that the Company or may not
receive the required stock exchange and regulatory approvals for the Transaction; the expected re-listing
of the common shares of the Company on the Exchange; the risk of changes in governmental regulations
or enforcement practices; the effects of commodity prices; and the risks of mining activities.
Expectations regarding business outlook, including changes in capital expenditures, market conditions,
legal, economic and regulatory conditions, and environmental matters are only forecasts regarding these
matters, and are subject to risks, uncertainties and assumptions that may prove incorrect. Additional
factors that could cause actual results to differ materially from those described above can be found in the
Company's most recent management's discussion and analysis, which is available under the Company's
SEDAR+ profile at
www.sedarplus.ca
.
All forward-looking statements speak only as of the date they are made and are based on information
available at that time. The Company does not assume any obligation to update forward-looking
statements to reflect circumstances or events that occur after the date the forward-looking statements
were made or to reflect the occurrence of unanticipated events except as required by applicable
securities laws. As forward-looking statements involve significant risks and uncertainties, caution should
be exercised against placing undue reliance on such statements.
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https://www.newsfilecorp.com/release/307056