Transition Metals Corp. Announces up to $1.1 Million Private Placement
Transition Metals Corp. Announces up to $1.1 Million Private Placement
Sudbury, Ontario, November 27, 2017 – Transition Metals Corp. (XTM – TSX.V)
(“ Transition ” or “ the Corporation ”) is pleased to announce that it intends to raise up to
$1,100,000 by way of a non-brokered private placeme nt financing consisting of up to
7,333,333 units (the “ Units ”) at a price of $0.15 per Unit, for gross proceeds of up to $1,100,000.
Each Unit will consist of one common share of the C orporation (each, a “ Common Share ”) and
one transferable share purchase warrant (each, a “ Warrant ”). Each Warrant will entitle the
holder to purchase one additional Common Share for a period of 24 months from closing at a
price of $0.20. If, commencing on the date that is four months after the closing date, the closing
price of the Common Shares on the TSX Venture Excha nge (the “ Exchange ”) is higher than
$0.30 for 20 consecutive trading days, based on the Volume Weighted Average Price on daily
closing, then on the date that is the 20th consecut ive trading day (the “ Acceleration Trigger
Date ”) the expiry date of the Warrants will be accelera ted to the date that is 20 business days
after the Acceleration Trigger Date provided the Co rporation, within three trading days of the
Acceleration Trigger Date, issues a news release an nouncing the acceleration of the expiry date
and delivers or sends by electronic transmission a copy of such news release to the Warrant
holders and the finders.
A finder’s fee may be paid in connection with the p lacement to finders, including affiliates of
Sprott Inc., as determined by mutual agreement betw een the Corporation and the finders and
subject to regulatory approval. The finders’ fee w ill consist of cash or Units, at the election of
each finder, equal to 6% of the Units sold to inves tors introduced by such finder, and
non-transferable share purchase warrants equal to 6 % of such Units sold to investors
(“ Compensation Warrants ”). The Compensation Warrants will permit the purc hase of one
Common Share for 24 month from closing at a price of $0.20.
Proceeds from the private placement will be used fo r exploration and working capital purposes.
The securities issued in connection with the privat e placement, including any Common Shares
issued upon exercise of the Warrants and Compensati on Warrants, will be subject to a four
month restricted resale period and applicable secur ities legislation hold periods outside of
Canada from the Closing Date.
Completion of the private placement will be subject to all necessary approvals, including the
approval of the Exchange. There can be no assuranc e that the private placement will be
completed as proposed or at all.
About Transition Metals Corp.
Transition Metals Corp (XTM - TSX.V) is a Canadian-based, multi-commodity project generator
that specializes in converting new exploration idea s into Canadian discoveries. The award-
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winning team of geoscientists has extensive explora tion experience in established, emerging and
historic mining camps and actively develops and tes ts new ideas for discovering mineralization
in places that others have not looked, which often allows the Corporation to acquire properties
inexpensively. The team is rigorous in its fieldwo rk and combines traditional techniques with
newer ones to help unearth compelling prospects and drill targets. Transition uses the project
generator business model to acquire and advance mul tiple exploration projects simultaneously,
thereby maximizing shareholder exposure to discover y and capital gain. Joint venture partners
earn an interest in the projects by funding a porti on of higher-risk drilling and exploration,
allowing Transition to conserve capital and minimiz e shareholder’s equity dilution. The
Corporation has an expanding portfolio that current ly includes more than 25 gold, copper, nickel
and platinum projects primarily in Ontario, Nunavut , British Columbia, Minnesota and
Saskatchewan.
Further information is available at www.transitionmetalscorp.com or by contacting:
Scott McLean
President and CEO
Transition Metals Corp.
Tel: (705) 669-0590
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.
THIS PRESS RELEASE, PROVIDED PURSUANT TO APPLICABLE CANADIAN REQUIREMENTS, IS NOT
FOR DISTRIBUTION TO UNITED STATES NEWS SERVICES OR FOR DISSEMINATION IN THE UNITED
STATES, AND DOES NOT CONSTITUTE AN OFFER OF THE SEC URITIES DESCRIBED HEREIN. THESE
SECURITIES HAVE NOT BEEN REGISTERED UNDER THE UNITE D STATES SECURITIES ACT OF 1933,
AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY N OT BE OFFERED OR SOLD IN THE
UNITED STATES OR TO U.S. PERSONS ABSENT REGISTRATIO N OR APPLICABLE EXEMPTION FROM
REGISTRATION REQUIREMENTS.