Mr. Michael Stares reports
WHITE METAL RECEIVES APPROVAL AND CLOSES $2.273 MILLION NON-BROKERED PRIVATE PLACEMENT OF FLOW-THROUGH AND NON-FLOW THROUGH UNITS
White Metal Resources Corp. has received TSX Venture Exchange approval and closed its previously announced non-brokered private placement of flow-through and non-flow-through units (see company news releases dated Jan. 18, 2021, and Feb. 5, 2021).
The company raised gross proceeds totalling $2,273,000 by issuing a combination of flow-through and non-flow-through units. The company will issue 4,711,539 flow-through units at a price of 13 cents per unit, each unit consisting of one flow-through common share and one common share purchase warrant, each full warrant entitling the holder thereof to purchase an additional common share of the company at a price of 20 cents for a period of 24 months following the date of issuance. The flow-through shares will entitle the holder to receive the tax benefits applicable in accordance with provisions of the Income Tax Act (Canada).
The company will also issue 18.45 million non-flow-through units in the private placement at a price of nine cents per unit, each unit consisting of one common share of the company and one common share purchase warrant, each warrant entitling the holder thereof to purchase an additional common share of the company at a price of 20 cents for a period of 24 months following the date of issuance.
The company will pay a cash finders fee totalling $115,034 and will issue 869,050 finders warrants exercisable at nine cents per share and 235,033 finders warrants exercisable at 13 cents per share, all exercisable for 24 months from the date of issuance and in accordance with the policies of the TSX-V.
All securities issued pursuant to the private placement will be subject to a four-month hold period.
The private placement was effected with three insiders of the company subscribing for $112,510 -- 173,154 flow-through units and one million non-flow-through units -- that portion of the placement a related party transaction as such term is defined under Multilateral Instrument 61- 101, Protection of Minority Security Holders in Special Transactions. The company is relying on exemptions from the formal valuation and minority approval requirements set out in MI 61-101. The company is exempt from the formal valuation requirement of MI 61-101 under sections 5.5(a) and (b) of MI 61-101 in respect of the transaction as the fair market value of the transaction, insofar as it involves the interested party, is not more than 25 per cent of the company's market capitalization. Additionally, the company is exempt from minority shareholder approval under sections 5.7(1)(a) and (b) of MI 61-101 as, in addition to the foregoing, (i) neither the fair market value of the units nor the consideration received in respect thereof from interested party exceeds $2.5-million, (ii) the company has one or more independent directors who are not employees of the company, and (iii) all of the independent directors have approved the transaction. Material change reports were not filed 21 days prior to the closing of the financing because insider participation had not been established at the time the financing was announced.
Proceeds of the private placement will be used for general working capital and to advance the Tower Stock gold property with continuing diamond drilling and geophysics.
Technical information in this news release has been reviewed and approved by Dr. Scott Jobin-Bevans, PGeo, vice-president of exploration and a director of White Metal, who is a qualified person under the definitions established by the National Instrument 43-101.
About White Metal Resources Corp.
White Metal Resources is a junior exploration company exploring in Canada.
We seek Safe Harbor.
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