Transition Metals Corp. Vests 100% Interest in Pike Warden Property; Announces $1M Financing

Transition Metals Corp. (TSXV: XTM) (‘Transition’, ‘the Company’), is pleased to announce that it has vested a 100% interest in the Pike Warden property, a porphyry-epithermal exploration asset located in southern Yukon. This acquisition consolidates the Company’s control over the property and positions it for continued exploration activities and partnering opportunities. The Company will seek a partner to more aggressively explore the large mineralized system opportunity.

‘This acquisition represents an important step in expanding Transition Metals’ portfolio of high-quality exploration assets,’ said Scott McLean, CEO of Transition Metals. ‘The Pike Warden property has strong exploration potential, and the work carried out by Transition to date has identified over 30 high grade Au-Ag epithermal and Cu-Mo porphyry showings, which together with the geophysical and mapping data demonstrate a large porphyry and epithermal mineralizing system.‘

Terms of Vesting

The project was optioned from a local geologist in 2022 (see news release dated June 28, 2022). The Company has vested its interest by paying the Optionor $120,000, issuing 1,000,000 shares, and spending $1,000,000 in exploration over the four-year period. The Optionor retains a 1% Net Smelter Return royalty on the Property.

Financing

The Company is pleased to announce that it intends to raise up to $1,000,000 by way of a non-brokered private placement consisting of up to 8,695,652 Charity Flow Through Units (the ‘CFU‘) at a price of $0.115 per CFU. The initial Purchasers of the CFU may subsequently donate such CFU to registered charitable organizations, who may in turn choose to sell such CFU Units (the ‘Re-Offered Units’) to purchasers at a price of $0.08 per Re-Offered Unit (the ‘Re-Offer Price’) or sell such Re-Offered Units to purchasers at the Re-Offer Price. The Company will not be a party to any such arrangements. The Re-Offered Units will consist of a common share and a half warrant. Each full warrant entitles the investor to purchase a common share in the Company at any time for $0.115 for a period of 18 months. A finder’s fee may be paid in connection with the Offering to finders, as determined by mutual agreement between the Corporation and the finders and subject to regulatory approval. The finders’ fee will consist of 6% cash for Units sold to investors introduced by such finders, and non-transferable share purchase warrants equal to 6% of such CFU sold to investors (‘Compensation Warrants’). The Compensation Warrants will permit the purchase of one common share in the capital of the Company for 18 months from closing at a price of $0.115.

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 Northwest Territories (Dessert Lake U) as well as Ontario precious metal project (Gowganda Au). The securities issued in connection with the Offering, including any common shares issued upon exercise of the Compensation Warrants, will be subject to a four-month restricted resale period and applicable securities legislation hold periods outside of Canada from the closing date. Completion of the Offering will be subject to all necessary approvals, including the approval of the TSX Venture Exchange. There can be no assurance that the Offering will be completed as proposed or at all.

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.

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.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/285650