Vancouver, British Columbia--(Newsfile Corp. - January 25, 2023) - T2 Metals Corp. (TSXV: TWO) (OTCQB: AGLAF) (WKN: A2DR6E) ("T2" or the "Company") is pleased to announce the final closing of the flow-through and non flow-through private placement financing (the "Financing") announced on December 15, 2022.
The Company has issued a total of 1,269,800 units in the non flow-through portion of the Financing at a price of $0.29 per unit (a "NFT Unit") for gross proceeds of $368,242. Each NFT Unit consists of one common share (a "Share") and one-half of one common share purchase warrant. Each whole warrant (a "Warrant") is exercisable to purchase one additional Share at a price of $0.45 for three years from the date of issuance.
As announced on December 28, 2022, the Company previously issued a total of 1,820,678 units in the flow-through portion of the Financing at a price of $0.36 per unit (a "FT Unit") for gross proceeds of $655,444. Each FT Unit consists of one flow-through common share (a "FT Share") and one Warrant, exercisable to purchase one additional Share at a price of $0.45 for three years from the date of issuance. Finders' fees of $33,002 cash and non-transferable broker warrants to purchase 91,672 Shares, at a price of $0.29 per Share for three years, were paid on a portion of this closing.
Mr. Saxon, President & CEO, said, "We are pleased to begin the New Year demonstrating the support of existing and new shareholders with this Financing. We look forward to a busy year of discovery at a time when the mining industry has never been more critical."
All Shares and Warrants issued are subject to a four month hold period from the date of closing. Post expiration of the hold period, the Company can elect to accelerate the expiry of the Warrants in the event that the volume-weighted average trading price of its common shares on a stock exchange equals or exceeds $0.90 for twenty (20) consecutive trading days, in which case the Warrants will expire thirty (30) days after the date that the Company provides written notice of acceleration by way of the issuance of a press release announcing the same.
The proceeds from the issuance of the FT Units qualified as "flow-through mining expenditures" (the "Qualifying Expenditures"), as defined in subsection 127(9) of the Income Tax Act (Canada), and will be used for "Canadian exploration expenses". The Company renounced the Qualifying Expenditures to subscribers of FT Units for the fiscal year ended December 31, 2022. The proceeds from the issuance of NFT Units will be primarily used for exploration activities at the Company's properties, as well as for general working capital purposes.
The Financing remains subject to final acceptance of the TSX Venture Exchange.
The Company also announces that Mr. DeMare acquired 277,800 FT Units and Mr. Saxon acquired 200,000 NFT Units in the Company by way of their participation in the Financing. Messrs. DeMare and Saxon are insiders of the Company and their participation in the Private Placement constitute a "related party transaction" pursuant to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company is exempt from the requirements to obtain a formal valuation or minority shareholder approval in connection with the participation in the Private Placement in reliance on the exemptions contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101, respectively, as the fair market value of the transaction does not exceed 25% of the Company's market capitalization.
This press release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the Shares in any jurisdiction in which such offer, solicitation or sale would be unlawful. The Shares have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or the securities laws of any state of the United States, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the U.S. Securities Act) absent registration under the U.S. Securities Act and applicable state securities laws or an exemption from such registration requirements.
About T2 Metals Corp (TSXV: TWO) (OTCQB: AGLAF) (WKN: A2DR6E)
T2 Metals Corp is an emerging copper and precious metal company enhancing shareholder value through exploration and discovery. T2 is focused on the Sherridon Project in Manitoba, the Lida Project in Nevada, and the Cora Project in Arizona.
ON BEHALF OF THE BOARD,
President & CEO
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.
Cautionary Note This news release contains certain forward-looking statements, including statements regarding the Financing; the Company's ability to complete the Financing and receive acceptance from the Exchange to the completion of the Financing; the Company's proposed plans for the exploration of the Company's properties; and the intended uses of the proceeds from the Financing.. These statements are subject to a number of risks and uncertainties. Actual results may differ materially from results contemplated by the forward-looking statements. Factors that could cause actual results to differ materially from those in forward-looking statements include the Company does not complete all or any part of the Financing; the Company does not receive regulatory acceptance to the Financing; changes in metal prices, changes in the availability of funding, unanticipated changes in key management personnel and general economic conditions. Mining is an inherently risky business. Accordingly the actual events may differ martially from those projected in the forward-looking statements. When relying on forward-looking statements to make decisions, investors and others should carefully consider the foregoing factors and other uncertainties and should not place undue reliance on such forward-looking statements. The Company does not undertake to update any forward looking statements, oral or written, made by itself or on its behalf, unless otherwise required pursuant to applicable laws.
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