Transition Metals Corp. Closes First Tranche of Private Placement
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Transition Metals Corp. Closes First Tranche of Private Placement
Sudbury, Ontario, December 7, 2017 – Transition Metals Corp. (XTM – TSX.V)
(“ Transition ” or “ the Corporation ”) announces that it has closed the first tranche o f the
previously announced non-brokered private placement financing of 4,071,031 units (the “ Units ”)
of the Corporation at a price of $0.15 per Unit, fo r gross proceeds of $610,654.65. Each Unit
consisted of one common share of the Corporation (a “ Common Share ”) and one transferable
share purchase warrant (each, a “ Warrant ”). Each Warrant entitles the holder to purchase o ne
additional Common Share for a period of 24 months from closing at a price of $0.20. If, after the
closing price of the Common Shares on the TSX Ventu re Exchange (the “ Exchange ”) is higher
than $0.30 for 20 consecutive trading days, based o n the Volume Weighted Average Price on
daily closing, then on the date that is the 20th co nsecutive 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 t he Corporation, within three trading days of
the Acceleration Trigger Date, issues a news releas e announcing the acceleration of the expiry
date and delivers or sends by electronic transmissi on a copy of such news release to the Warrant
holders and the finders.
The balance of the private placement will be comple ted upon the receipt of Exchange approval.
The private placement has been over-subscribed and the Company anticipates that a total of
7,737,698 Units for gross proceeds of $1,160,654.70 will be issued under both tranches.
A finder’s fee was paid in connection with the plac ement to finders, including Haywood
Securities Inc. and Bally Capital Advisors SA, that consisted of a cash fee in the aggregate
amount of $22,903.50, representing an aggregate com mission of 6% of the Units sold to
investors introduced by finders, and an aggregate o f 152,690 non-transferable share purchase
warrants (“ Compensation Warrants ”). The Compensation Warrants permit the purchase of one
Common Share for a period of 24 months from closing at a price of $0.15.
Proceeds from the private placement will be used fo r exploration and working capital purposes.
All securities issued in connection with the privat e placement are subject to a four month
Canadian restricted resale period that expires, wit h respect to resales in Canada, on April 8, 2018
and applicable securities legislation hold periods outside of Canada.
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-winning team of geoscientists has extensi ve exploration experience in established,
emerging and historic mining camps and actively dev elops and tests new ideas for discovering
mineralization in places that others have not looke d, which often allows the Corporation to
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acquire properties inexpensively. The team is rigo rous in its fieldwork and combines traditional
techniques with newer ones to help unearth compelli ng prospects and drill targets. Transition
uses the project generator business model to acquir e and advance multiple exploration projects
simultaneously, thereby maximizing shareholder expo sure to discovery and capital gain. Joint
venture partners earn an interest in the projects b y funding a portion of higher-risk drilling and
exploration, allowing Transition to conserve capita l and minimize shareholder’s equity dilution.
The Corporation has an expanding portfolio that cur rently 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.