SUDBURY, ON, Nov. 27, 2017 /CNW/ - 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 placement 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 Corporation (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 Exchange (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
consecutive trading day (the "Acceleration Trigger Date")
the expiry date of the Warrants will be accelerated to the date
that is 20 business days after the Acceleration Trigger Date
provided the Corporation, within three trading days of the
Acceleration Trigger Date, issues a news release announcing 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 placement to
finders, including affiliates of Sprott Inc., as determined by
mutual agreement between the Corporation and the finders and
subject to regulatory approval. The finders' fee will consist
of cash or Units, at the election of each finder, equal to 6% of
the Units sold to investors 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 purchase of one Common Share
for 24 month from closing at a price of $0.20.
Proceeds from the private placement will be used for exploration
and working capital purposes. The securities issued in
connection with the private placement, including any Common Shares
issued upon exercise of the Warrants and 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 private placement will be subject to all
necessary approvals, including the approval of the Exchange.
There can be no assurance 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 ideas into Canadian discoveries. The
award-winning team of geoscientists has extensive exploration
experience in established, emerging and historic mining camps and
actively develops and tests 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 fieldwork 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 multiple exploration projects
simultaneously, thereby maximizing shareholder exposure to
discovery and capital gain. 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. The Corporation
has an expanding portfolio that currently includes more than 25
gold, copper, nickel and platinum projects primarily in
Ontario, Nunavut, British
Columbia, Minnesota and
Saskatchewan.
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 SECURITIES
DESCRIBED HEREIN. THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER
THE UNITED STATES SECURITIES ACT
OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE
OFFERED OR SOLD IN THE UNITED
STATES OR TO U.S. PERSONS ABSENT REGISTRATION OR APPLICABLE
EXEMPTION FROM REGISTRATION REQUIREMENTS.
SOURCE Transition Metals Corp.