Mr. Michael Stares reports
WHITE METAL CLOSES $1.75 MILLION PRIVATE PLACEMENT, ANNOUNCES CHANGE OF AUDITOR
Further to its news releases of Nov. 23, 2021, and Dec. 9, 2021, White Metal Resources Corp. has closed its non-brokered private placement of flow-through shares and non-flow-through units for total gross proceeds of $1,749,990. The company notes that due to a high level of investor interest, the private placement was significantly oversubscribed from its initial offering of $600,000 announced on Nov. 23, 2021.
The company has issued 16.5 million flow-through shares at a price of 10 cents per FT share, for gross proceeds of $1.65-million. The flow-through shares entitle holders to receive the tax benefits applicable to flow-through shares, in accordance with provisions of the Income Tax Act (Canada).
The company has also issued 1,111,000 non flow-through units at a price of nine cents per unit for gross proceeds of $99,990. Each unit consists of one common share and one-half of a common share purchase warrant, each full warrant being exercisable for an additional common share of the company for 18 cents for 24 months form the date of issue.
In connection with the financing, the company has paid cash finders' fees, as permitted by the policies of the TSX Venture Exchange, totalling $67,800 and issued 660,000 finders' warrants, with each being exercisable for a common share of the company at a price of 10 cents for a period of 12 months from the date of issuance.
All securities issued pursuant to the financing will be subject to a four-month hold.
The financing was effected with three insiders of the company subscribing for $198,000 from 1.98 million flow-through shares -- 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.
The proceeds of the financing will be used to advance White Metal's various exploration projects, and for working capital purposes.
In addition, the company has changed its auditor to Wasser Ramsay Chartered Accountants from De Visser Gray LLP Chartered Professional Accountants. At the request of the company, the former auditor resigned as the auditor of the company effective Dec. 7, 2021, and the board of directors of the company appointed the successor auditor as the company's auditor effective Dec. 7, 2021, to hold office until the next annual meeting of the company.
There were no modified opinions in the former auditor's audit reports for the company's two most recent financial years and ending at the date of the resignation of the former auditor. There are no reportable events (as the term is defined in National Instrument 51-102: Continuous Disclosure Obligations) between the company and the former auditor.
In accordance with NI 51-102, the notice of change of auditor, together with the required letters from the former auditor and the successor auditor, have been filed on SEDAR.
About White Metal Resources Corp.
White Metal Resources is a junior exploration company exploring in Canada and southern Africa. The company's two key properties are the Flagship Tower Stock gold project in Thunder Bay, Ont., Canada, and the Okohongo copper-silver project in Namibia, Africa.
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