White Metal Closes $1.75 Million Private Placement, Announces Change of Auditor
White Metal Closes $1.75 Million Private
Placement, Announces Change of Auditor
Thunder Bay Ontario--(Newsfile Corp. - December 15, 2021) - White Metal Resources Corp. (TSXV:
WHM) ('White Metal' or 'the Company') further to their news releases of November 23, 2021 and
December 9, 2021 the Company announces that it has closed its non-brokered private placement of
flow-through shares and non-flow through units for total gross proceeds of $1,749,990 (the "Financing").
The Company notes that due to a high level of investor interest, the private placement was significantly
oversubscribed from its initial offering of $600,000 announced on November 23, 2021.
The Company has issued 16,500,000 flow-through shares ("FT Shares") at a price of $0.10 per FT
Share, for gross proceeds of $1,650,000.
The flow-through shares entitle holders to receive the tax
benefits applicable to flow-through shares, in accordance with provisions of the Income Tax Act
(Canada).
The Company has also issued 1,111,000 non flow-through units ("Units") at a price of $0.09 per Unit for
gross proceeds of $99,990.
Each Unit consists of one common share and one half (1/2) of a common
share purchase warrant, each full warrant being exercisable for an additional common share of the
Company for $0.18 for 24 months form the date of issue.
In connection with the Financing, the Company has paid cash finders' fees, as permitted by the policies
of the TSX Venture Exchange, totaling $67,800 and issued 660,000 finders' warrants, with each being
exercisable for a common share of the Company at a price of $0.10 for a period of 12 months from the
date of issuance.
All securities issued pursuant to the Financing will be subject to a 4-month hold.
The Financing was effected with three insiders of the Company subscribing for $198,000 - 1,980,000
flow-through shares - that portion of the Placement a "related party transaction" as such term is defined
under Multilateral Instrument 61- 101 - Protection of Minority Security Holders in Special Transactions
("MI 61-101").
The Company is relying on exemptions from the formal valuation and minority approval
requirements set out in MI 61-101. The Company is exempt from the formal valuation requirement of MI
61-101 under sections 5.5(a) and (b) of MI 61-101 in respect of the transaction as the fair market value
of the transaction, insofar as it involves the interested party, is not more than 25% of the Company's
market capitalization. Additionally, the Company is exempt from minority shareholder approval under
sections 5.7(1)(a) and (b) of MI 61-101 as, in addition to the foregoing, (i) neither the fair market value of
the Units nor the consideration received in respect thereof from interested party exceeds $2,500,000, (ii)
the Company has one or more independent directors who are not employees of the Company, and (iii)
all of the independent directors have approved the transaction. Material change reports were not filed 21
days prior to the closing of the financing because insider participation had not been established at the
time the financing was announced.
The proceeds of the Financing will be used to advance White Metal's various exploration projects, and
for working capital purposes.
In addition, the Company announces that it has changed its auditor to Wasser Ramsay Chartered
Accountants ("Successor Auditor") from De Visser Gray LLP Chartered Professional Accountants
("Former Auditor").
At the request of the Company, the Former Auditor resigned as the auditor of the
Company effective December 7, 2021 and the board of directors of the Company appointed the
Successor Auditor as the Company's auditor effective December 7, 2021, to hold office until the next
annual meeting of the Company.
There were no modified opinions in the Former Auditor's audit reports for the Company's two most
recent financial years and ending at the date of the resignation of the Former Auditor. There are no
"reportable events" (as the term is defined in National Instrument 51-102: Continuous Disclosure
Obligations ("NI 51-102")) between the Company and the Former Auditor.
In accordance with NI 51-102, the notice of change of auditor, together with the required letters from the
Former Auditor and the Successor Auditor, have been filed on SEDAR.
About White Metal Resources Corp.
White Metal Resources Corp. is a junior exploration company exploring in Canada and southern Africa.
The Company's two key properties are the Flagship Tower Stock Gold Project in Thunder Bay, Ontario,
Canada and the Okohongo Copper-Silver Project in Namibia, Africa. For more information about the
Company please visit
www.whitemetalres.com
.
On behalf of the Board of Directors
"
Michael Stares
"
President & CEO
For further information contact:
Michael Stares
President & CEO
White Metal Resources Corp.
684 Squier Street
Thunder Bay, ON P7B 4A8
Phone: +1 (807) 358-2420
Nancy Massicotte
Investor Relations
White Metal Resources Corp.
Phone: +1 (604) 507-3377
TF: +1 (866) 503-3377
Email:
Thomas Do
Investor Relations Manager
CHF Capital Markets
Phone: +1 (416) 868-1079 x 232
Email:
THE TSX VENTURE EXCHANGE HAS NOT REVIEWED AND DOES NOT ACCEPT
RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.
The information contained herein contains "forward-looking statements" within the meaning of
applicable securities legislation. Forward-looking statements relate to information that is based on
assumptions of management, forecasts of future results, and estimates of amounts not yet
determinable. Any statements that express predictions, expectations, beliefs, plans, projections,
objectives, assumptions or future events or performance are not statements of historical fact and may
be "forward-looking statements."
Forward-looking statements are subject to a variety of risks and uncertainties which could cause
actual events or results to differ from those reflected in the forward-looking statements, including,
without limitation: risks related to failure to obtain adequate financing on a timely basis and on
acceptable terms; risks related to the outcome of legal proceedings; political and regulatory risks
associated with mining and exploration; risks related to the maintenance of stock exchange listings;
risks related to environmental regulation and liability; the potential for delays in exploration or
development activities or the completion of feasibility studies; the uncertainty of profitability; risks and
uncertainties relating to the interpretation of drill results, the geology, grade and continuity of mineral
deposits; risks related to the inherent uncertainty of production and cost estimates and the potential
for unexpected costs and expenses; results of prefeasibility and feasibility studies, and the possibility
that future exploration, development or mining results will not be consistent with the Company's
expectations; risks related to gold price and other commodity price fluctuations; and other risks and
uncertainties related to the Company's prospects, properties and business detailed elsewhere in the
Company's disclosure record. Should one or more of these risks and uncertainties materialize, or
should underlying assumptions prove incorrect, actual results may vary materially from those
described in forward-looking statements. Investors are cautioned against attributing undue certainty to
forward-looking statements. These forward looking statements are made as of the date hereof and the
Company does not assume any obligation to update or revise them to reflect new events or
circumstances. Actual events or results could differ materially from the Company's expectations or
projections.
To view the source version of this press release, please visit
https://www.newsfilecorp.com/release/107730