T2 Metals Announces Final Closing of Financing
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR RELEASE, PUBLICATION, DISTRIBUTION OR
DISSEMINATION DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES.
T2 METALS ANNOUNCES FINAL CLOSING OF FINANCING
Vancouver, British Columbia – January 25, 2023: T2 Metals Corp. (“T2” or the “Company”) (TSX- V:
TWO) (OTCQB: AGLAF) (WKN: A2DR6E) is pleased to announce the final closing of the flow-through and
non flow-through private placement financing (the “Financing”) announced on December 15, 2022.
The Company has issued a total of 1,269,800 units in the non flow -through portion of the Financing at a price
of $0.29 per unit (a “NFT Unit”) for gross proceeds of $368,242. Each NFT Unit consists of one common share
(a “ Share”) and one -half of one common share purchase warrant . Each whole warrant (a “ Warrant”) is
exercisable to purchase one additional Share at a price of $0.45 for three years from the date of issuance.
As announced on December 28, 2022, the Company previously issued a total of 1,820,678 units in the flow -
through portion of the Financing at a price of $0.36 per unit (a “FT Unit ”) for gross proceeds of $655,444.
Each FT Unit consists of one flow -through common share (a “FT Share ”) and one Warrant, exercisable to
purchase one additional Share at a price of $0.45 for three years from the date of issuance. Finders’ fees of
$33,002 cash and non-transferable broker warrants to purchase 91,67 2 Shares, at a price of $0.29 per Share
for three years, were paid on a portion of this closing.
Mr. Saxon, President & CEO, said "We are pleased to begin the New Year demonstrating the support of existing
and new shareholders with this F inancing. We look forward to a busy year of discovery at a time when the
mining industry has never been more critical.”
All Shares and Warrants issued are subject to a four month hold period from the date of closing. Post expiration
of the hold period, the Company can elect to accelerate the expiry of the Warrants in the event that the volume-
weighted average trading price of its common shares on a stock exchange equals or exceeds $0.90 for twenty
(20) consecutive trading days, in which case the Warrants will expire thirty (30) days after the date that the
Company provides written notice of acceleration by way of the issuance of a press release announcing the same.
The proceeds from the issuance of the FT Units qualif ied as "flow -through mining expenditures" (the
"Qualifying Expenditures"), as defined in subsection 127(9) of the Income Tax Act (Canada) , and will be
used for “Canadian exploration expenses”. The Company renounced the Qualifying Expenditures to subscribers
of FT Units for the fiscal year ended December 31, 2022. The proceeds from the issuance of NFT Units will be
primarily used for exploration activities at the Company’s properties, as well as for general working capital
purposes.
The Financing remains subject to final acceptance of the TSX Venture Exchange.
The Company also announces that Mr. DeMare acquired 277,800 FT Units and Mr. Saxon acquired 200,000 NFT
Units in the Company by way of their participation in the Financing. Messrs. DeMare and Saxon are insiders of
the Company and their participation in the Private Placement constitute a “related party transaction” pursuant
to Multilateral Instrument 61 -101 – Protection of Minority Security Holders in Special Transactions (“MI 61-
101”). The Company is exempt from the requirements to obtain a formal valuation or minority shareholder
approval in connection with the participation in the Private Placement in reliance on the exemptions contained
2
in sections 5.5(a) and 5.7(1)(a) of MI 61-101, respectively, as the fair market value of the transaction does not
exceed 25% of the Company’s market capitalization.
This press release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any
sale of any of the Shares in any jurisdiction in which such offer, solicitation or sale would be unlawful. The
Shares have not been, and wil l not be, registered under the United States Securities Act of 1933, as amended
(the "U.S. Securities Act"), or the securities laws of any state of the United States, and may not be offered or
sold in the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under
the U.S. Securities Act) absent registration under the U.S. Securities Act and applicable state securities laws or
an exemption from such registration requirements.
About T2 Metals Corp (TSX.V: TWO) (OTC: AGLAF) (WKN: A2DR6E)
T2 Metals Corp is an emerging copper and precious metal company enhancing shareholder value through
exploration and discovery. T2 is focused on the Sherridon Project in Manitoba, the Lida Project in Nevada, and
the Cora Project in Arizona.
ON BEHALF OF THE BOARD,
“Mark Saxon”
Mark Saxon
President & CEO
For further information, please contact:
t2metals.com
1305 – 1090 West Georgia St.,
Vancouver, BC, V6E 3V7
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies
of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Cautionary Note This news release contains certain forward- looking statements, including statements regarding the
Financing; the Company’s ability to complete the Financing and receive acceptance from the Exchange to the completion
of the Financing; the Company’s proposed plans for the exploration of the Company’s properties ; and the intended uses
of the proceeds from the Financing. . These statements are subject to a number of risks and uncertai nties. Actual results
may differ materially from results contemplated by the forward-looking statements. Factors that could cause actual results
to differ materially from those in forward-looking statements include the Company does not complete all or any part of the
Financing; the Company does not receive regulatory acceptance to the Financing; changes in metal prices, changes in the
availability of funding, unanticipated changes in key management personnel and general economic conditions. Mining is
an inherently risky business. Accordingly the actual events may differ martially from those projected in the forward-looking
statements. When relying on forward-looking statements to make decisions, investors and others should carefully consider
the foregoing factors and other uncertainties and should not place undue reliance on such forward-looking statements. The
Company does not undertake to update any forward looking statements, oral or written, made by itself or on its behalf ,
unless otherwise required pursuant to applicable laws.