Transition Metals Corp. Closes Previously Announced Private Placement
Transition Metals Corp. Closes Previously
Announced Private Placement
Sudbury, Ontario--(Newsfile Corp. - October 2, 2025) - Transition Metals Corp. (TSXV: XTM)
("
Transition
" or the "
Company
") is pleased to announce that it has closed its previously announced
non-brokered private placement (the "
Offering
").
The Offering consisted of 10,108,439 critical flow
through shares (
"CFT Shares"
) at a price of $0.075 per CFT Share for aggregate proceeds of
$758,133.
A finder's fee was paid in connection with the Offering to finders that included Haywood Securities Inc.,
Castlewood Capital Corporation and Accilent Capital Management Inc. (collectively the "
Finders"
), that
consisted of a cash fee in the aggregate amount of $30,675.48 representing an aggregate commission
of 6% of the CFT Shares sold to investors introduced by the Finders.
In addition, a total of 409,006
broker warrants ("
Broker Warrants
") were issued to the Finders, representing an aggregate
commission of 6% of the CFT Shares sold to investors introduced by the Finders.
Each Broker Warrant
entitles the Finders to purchase one common share ("
Common Share
") in the capital of the Company
at a price of $0.12 per Common Share for a period of 18 months from closing of the Offering.
Proceeds from the CFT Shares issued in connection with the Offering will be used to explore and
advance critical minerals properties in Ontario (Saturday Night PGM) and Yukon (Pike Warden Au-
AgCu).
Certain officers and directors of the Company participated in the Offering, which constitutes a "related
party transaction" for purposes of Multilateral Instrument 61-101 –
Protection of Minority Security
Holders in Special Transactions
("
MI 61-101
").
Such participation is exempt from the valuation and
minority approval requirements of MI 61-101 by virtue of the fact that the Company is not listed on a
specified market set out in section 5.5(b) of MI 61-101 and the value of CFT Shares subscribed for by
such officers and directors is less than $2,500,000 in accordance with the requirements of section 5.7(b)
of MI 61-101.
Issuance of Stock Options, Deferred Share Units and Restricted Share Units
The Company also reports that it has issued 1,950,000 stock options ("
Options
"), 500,000 Restricted
Share Units ("
RSU
") and 1,000,000 Deferred Share Units ("
DSU
") to certain directors, officers and
employees of the Company and in accordance with the Company's approved Omnibus Equity Incentive
Compensation Plan.
The Options can be converted to Common Shares at an exercise price of $0.08
per share for a 5 year period.
RSU's vest within 3 years and DSU vest upon the loss of office for the
holder.
About Transition Metals Corp
Transition Metals Corp. (TSXV: XTM) is a Canadian-based, multi-commodity explorer. Its award-winning
team of geoscientists has extensive exploration experience which actively develops and tests new ideas
for discovering mineralization in places that others have not looked, often allowing the company to
acquire properties inexpensively. Joint venture partners earn an interest in the projects by funding a
portion of higher risk drilling and exploration, allowing Transition to conserve capital and minimize
shareholder's equity dilution.
Cautionary Note on Forward-Looking Information
Except for statements of historical fact contained herein, the information in this news release constitutes
"forward-looking information" within the meaning of Canadian securities law. Such forward-looking
information may be identified by words such as "plans", "proposes", "estimates", "intends", "expects",
"believes", "may", "will" and include without limitation, statements regarding estimated capital and
operating costs, expected production timeline, benefits of updated development plans, foreign exchange
assumptions and regulatory approvals. There can be no assurance that such statements will prove to be
accurate; actual results and future events could differ materially from such statements. Factors that could
cause actual results to differ materially include, among others, metal prices, competition, risks inherent in
the mining industry, and regulatory risks. Most of these factors are outside the control of the Company.
Investors are cautioned not to put undue reliance on forward-looking information. Except as otherwise
required by applicable securities statutes or regulation, the Company expressly disclaims any intent or
obligation to update publicly forward-looking information, whether as a result of new information, future
events or otherwise.
Further information is available at
www.transitionmetalscorp.com
or by contacting:
Scott McLean
President and CEO
Transition Metals Corp.
Tel: (705) 677-1777
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.
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To view the source version of this press release, please visit
https://www.newsfilecorp.com/release/268965