Subject: IMM Press Release for immediate dissemination
PDF Document
File: Attachment 20250210_IMM_NR_Shares for Debt Transaction_DRAFT.pdf
INTERNATIONAL METALS MINING CORP.
INTERNATIONAL METALS ANNOUNCES SHARES FOR DEBT TRANSACTION
AND CHANGE OF DIRECTORS
Vancouver, British Columbia (February 12, 2025) International Metals Mining Corp. (the
"Company") (TSXV: IMM) (OTC PINK: CYNXF) (FSE: C2Y) announces it has entered into debt
settlement agreements to settle an aggregate of $518,238.36 in debt (the "Shares for Debt Transactions")
owing to certain arm's-length creditors and non-arm's-length creditors of the Company.
Debt Transaction
Pursuant to the Shares for Debt Transactions, the Company has agreed to settle an aggregate of:
dot $391,238.36 in debt owing to the arm's-length creditors by issuing 5,216,510 units (each, a "Unit")
at a deemed price of $0.075 per Unit, whereby each Unit shall be comprised of one (1) common
share of the Company ("Share") and one (1) Transferrable share purchase warrant ("Warrant"),
with each Warrant convertible into an additional Share (a "Warrant Share") at an exercise price of
$0.15 per Warrant Share for a period of 24 months from the date of issuance; and
dot $127,000 in debt owing to executive officers, or corporations held thereby, of the Company by
issuing 1,693,333 Shares at a deemed price of $0.075 per Share.
The following insiders of the Company ("Insiders") intend to participate in the Shares for Debt Transactions
- (i) Brian Thurston, Chief Executive Officer and Director of the Company, is to receive 933,333 Shares to
satisfy $70,000 owed by the Company; and (ii) a corporation held by Dong Shim, Chief Financial Officer of
the Company, is to receive 760,000 Shares to satisfy $57,000 owed by the Company. The participation of
Insiders in the Shares for Debt Transactions is considered a "related party transaction" pursuant to
Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-
101"). The Company expects that it will be exempt from the requirements to obtain a formal valuation and
minority shareholder approval in connection with the Insiders' participation in the Shares for Debt
Transactions in reliance of sections 5.5(a) and 5.7(a) of MI 61-101, respectively, on the basis that
participation in the Shares for Debt Transactions by the Insiders will not exceed 25% of the fair market value
of the Company's market capitalization.
All securities issued pursuant to the Shares for Debt Transactions, and any Shares that may be issuable on
the exercise of Warrants, will be subject to a statutory hold period expiring four months and one day from
the date of issuance in accordance with applicable securities legislation. The Shares issued to Insiders will
also be subject to a concurrent Exchange Hold Period (as such term is defined in the policies of the TSX
Venture Exchange). The Shares for Debt Transactions, including the issuance of the Units and Shares
contemplated thereby, are subject to the receipt of required approvals, including acceptance by the TSX
Venture Exchange.
New Board Member
1
The Company has made updates to its board of directors. Wayne Tisdale is stepping down from the board,
and Vanni Barbon has been appointed as a new director.
Mr. Barbon's professional experience is extensive as a BMO commercial branch manager, investment analyst
and a public company chief financial officer. "We are thrilled to welcome Mr. Barbon to the Company as his
banking and public market expertise will be a tremendous asset to the team," commented Brian Thurston,
chief executive officer, "On behalf of the board and management, I would like to thank Mr. Tisdale for his
service and contributions to the company." added Mr. Thurston.
About International Metals Mining Corp.
International Metals Mining Corp. is a Canadian company engaged in the acquisition, exploration, and
development of mineral properties focusing on battery metals and mineral assets. The Company is focused
on its 100% owned copper-gold porphyry property in Peru.
International Metals Mining Corp.
Per: Brian Thurston
President and Chief Executive Officer
Tel: +1 778 928-6565
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in
policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this
release.
Forward-Looking Information
This news release contains certain "forward-looking information" and "forward-looking statements"
(collectively "forward-looking statements") within the meaning of applicable securities legislation.
Forward-looking statements are frequently, but not always, identified by words such as "expects",
"anticipates", "believes", "intends", "estimates", "potential", "possible", and similar expressions, or
statements that events, conditions, or results "will", "may", "could", or" should" occur or be achieved. All
statements, other than statements of historical fact, included herein, without limitation, statements relating
to the Shares for Debt Transactions, including the issuance of securities contemplated thereby, and the
receipt of all required approvals, including the acceptance of the TSX Venture Exchange, are forward-
looking statements. There can be no assurance that such statements will prove to be accurate, and actual
results and future events could differ materially from those anticipated in such statements. Forward-looking
statements reflect the beliefs, opinions and projections on the date the statements are made and are based
upon a number of assumptions and estimates that, while considered reasonable by the Company, are
inherently subject to significant business, economic, competitive, political and social uncertainties and
contingencies. Many factors, both known and unknown, could cause actual results, performance or
achievements to be materially different from the results, performance or achievements that are or may be
expressed or implied by such forward-looking statements and the Company has made assumptions and
estimates based on or related to many of these factors. Such factors include, without limitation, the ability of
the Company to obtain acceptance of the Shares for Debt Transactions by the TSX Venture Exchange. All
forward-looking statements contained in this news release is qualified by these cautionary statements and
those in the Company's continuous disclosure filings available on SEDAR+ at www.sedarplus.ca. Readers
should not place undue reliance on the forward-looking statements contained in this news release concerning
these items. The forward-looking statements contained in this press release are made as of the date hereof,
and the Company does not assume any obligation to update the forward-looking statements of beliefs,
opinions, projections, or other factors, should they change, except as required by applicable securities laws.
2
Word Document
File: '\\swfile\EmailIn\20250212 103932 Attachment 20250210_IMM_NR_Shares for Debt Transaction_DRAFT.docx'
2
INTERNATIONAL METALS MINING CORP.
INTERNATIONAL METALS ANNOUNCES SHARES FOR DEBT TRANSACTION
AND CHANGE OF DIRECTORS
Vancouver, British Columbia (February 12, 2025) - International Metals Mining Corp. (the "Company") (TSXV: IMM) (OTC PINK: CYNXF) (FSE: C2Y) announces it has entered into debt settlement agreements to settle an aggregate of $518,238.36 in debt (the "Shares for Debt Transactions") owing to certain arm's-length creditors and non-arm's-length creditors of the Company.
Debt Transaction
Pursuant to the Shares for Debt Transactions, the Company has agreed to settle an aggregate of:
$391,238.36 in debt owing to the arm's-length creditors by issuing 5,216,510 units (each, a "Unit") at a deemed price of $0.075 per Unit, whereby each Unit shall be comprised of one (1) common share of the Company ("Share") and one (1) Transferrable share purchase warrant ("Warrant"), with each Warrant convertible into an additional Share (a "Warrant Share") at an exercise price of $0.15 per Warrant Share for a period of 24 months from the date of issuance; and
$127,000 in debt owing to executive officers, or corporations held thereby, of the Company by issuing 1,693,333 Shares at a deemed price of $0.075 per Share.
The following insiders of the Company ("Insiders") intend to participate in the Shares for Debt Transactions - (i) Brian Thurston, Chief Executive Officer and Director of the Company, is to receive 933,333 Shares to satisfy $70,000 owed by the Company; and (ii) a corporation held by Dong Shim, Chief Financial Officer of the Company, is to receive 760,000 Shares to satisfy $57,000 owed by the Company. The participation of Insiders in the Shares for Debt Transactions is considered a "related party transaction" pursuant to Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company expects that it will be exempt from the requirements to obtain a formal valuation and minority shareholder approval in connection with the Insiders' participation in the Shares for Debt Transactions in reliance of sections 5.5(a) and 5.7(a) of MI 61-101, respectively, on the basis that participation in the Shares for Debt Transactions by the Insiders will not exceed 25% of the fair market value of the Company's market capitalization.
All securities issued pursuant to the Shares for Debt Transactions, and any Shares that may be issuable on the exercise of Warrants, will be subject to a statutory hold period expiring four months and one day from the date of issuance in accordance with applicable securities legislation. The Shares issued to Insiders will also be subject to a concurrent Exchange Hold Period (as such term is defined in the policies of the TSX Venture Exchange). The Shares for Debt Transactions, including the issuance of the Units and Shares contemplated thereby, are subject to the receipt of required approvals, including acceptance by the TSX Venture Exchange.
New Board Member
The Company has made updates to its board of directors. Wayne Tisdale is stepping down from the board, and Vanni Barbon has been appointed as a new director.
Mr. Barbon's professional experience is extensive as a BMO commercial branch manager, investment analyst and a public company chief financial officer. "We are thrilled to welcome Mr. Barbon to the Company as his banking and public market expertise will be a tremendous asset to the team," commented Brian Thurston, chief executive officer, "On behalf of the board and management, I would like to thank Mr. Tisdale for his service and contributions to the company." added Mr. Thurston.
About International Metals Mining Corp.
International Metals Mining Corp. is a Canadian company engaged in the acquisition, exploration, and development of mineral properties focusing on battery metals and mineral assets. The Company is focused on its 100% owned copper-gold porphyry property in Peru.
International Metals Mining Corp.
Per: Brian Thurston
President and Chief Executive Officer
Tel: +1 778 928-6565
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Forward-Looking Information
This news release contains certain "forward-looking information" and "forward-looking statements" (collectively "forward-looking statements") within the meaning of applicable securities legislation. Forward-looking statements are frequently, but not always, identified by words such as "expects", "anticipates", "believes", "intends", "estimates", "potential", "possible", and similar expressions, or statements that events, conditions, or results "will", "may", "could", or" should" occur or be achieved. All statements, other than statements of historical fact, included herein, without limitation, statements relating to the Shares for Debt Transactions, including the issuance of securities contemplated thereby, and the receipt of all required approvals, including the acceptance of the TSX Venture Exchange, are forward-looking statements. There can be no assurance that such statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements. Forward-looking statements reflect the beliefs, opinions and projections on the date the statements are made and are based upon a number of assumptions and estimates that, while considered reasonable by the Company, are inherently subject to significant business, economic, competitive, political and social uncertainties and contingencies. Many factors, both known and unknown, could cause actual results, performance or achievements to be materially different from the results, performance or achievements that are or may be expressed or implied by such forward-looking statements and the Company has made assumptions and estimates based on or related to many of these factors. Such factors include, without limitation, the ability of the Company to obtain acceptance of the Shares for Debt Transactions by the TSX Venture Exchange. All forward-looking statements contained in this news release is qualified by these cautionary statements and those in the Company's continuous disclosure filings available on SEDAR+ at www.sedarplus.ca. Readers should not place undue reliance on the forward-looking statements contained in this news release concerning these items. The forward-looking statements contained in this press release are made as of the date hereof, and the Company does not assume any obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change, except as required by applicable securities laws.
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