Mr. Scott McLean reports
TRANSITION METALS CORP. CLOSES PREVIOUSLY ANNOUNCED PRIVATE PLACEMENT
Transition Metals Corp. has closed its previously announced non-brokered private placement. The offering consisted of 10,108,439 critical flow-through shares at a price of 7.5 cents per CFT share for aggregate proceeds of $758,133.
A finder's fee was paid in connection with the offering to finders that included Haywood Securities Inc., Castlewood Capital Corp. and Accilent Capital Management Inc. that consisted of a cash fee in the aggregate amount of $30,675.48 representing an aggregate commission of 6 per cent of the CFT shares sold to investors introduced by the finders. In addition, a total of 409,006 broker warrants were issued to the finders, representing an aggregate commission of 6 per cent of the CFT shares sold to investors introduced by the finders. Each broker warrant entitles the finders to purchase one common share in the capital of the company at a price of 12 cents per common share for a period of 18 months from closing of the offering.
Proceeds from the CFT shares issued in connection with the offering will be used to explore and advance critical mineral properties in Ontario (Saturday Night platinum group metals) and Yukon (Pike Warden gold-silver-copper).
Certain officers and directors of the company participated in the offering, which constitutes a related-party transaction for purposes of Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions). Such participation is exempt from the valuation and minority approval requirements of MI 61-101 by virtue of the fact that the company is not listed on a specified market set out in Section 5.5(b) of MI 61-101, and the value of CFT shares subscribed for by such officers and directors is less than $2.5-million in accordance with the requirements of Section 5.7(b) of MI 61-101.
Issuance of stock options, deferred share units and restricted share units
The company also reports that it has issued 1.95 million stock options, 500,000 restricted share units and one million deferred share units to certain directors, officers and employees of the company and in accordance with the company's approved omnibus equity incentive compensation plan. The options can be converted to common shares at an exercise price of eight cents per share for a five-year period. RSUs vest within three years, and DSUs vest upon the loss of office for the holder.
About Transition Metals Corp.
Transition is a Canadian-based, multicommodity explorer. Its award-winning team of geoscientists has extensive exploration experience which actively develops and tests new ideas for discovering mineralization in places that others have not looked, often allowing the company to acquire properties inexpensively. Joint venture partners earn an interest in the projects by financing a portion of higher-risk drilling and exploration, allowing Transition to conserve capital and minimize shareholder equity dilution.
We seek Safe Harbor.
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