Mr. Blair Naughty reports
YORK HARBOUR CLOSES PRIVATE PLACEMENT OF UNITS
York Harbour Metals Inc., further to the company's news releases dated Dec. 16, 2024, and Feb. 3, 2025, has closed its non-brokered private placement financing of six million units at a price of five cents per unit for gross proceeds of $300,000. Each unit consists of one common share in the capital of the company and one transferable warrant, with each warrant exercisable into one share at an exercise price of 7.5 cents per warrant share for a period of five years from the date of closing.
The company expects to allocate the gross proceeds from the private placement toward general working capital and accounts payable. All securities issued in connection with the private placement are subject to a statutory hold period expiring on June 19, 2025.
The company received a lead order of 4.42 million units from Blair Naughty, chief executive officer and president of the company for the private placement. Mr. Naughty's investment in the private placement, combined with his existing holdings, has further increased his equity stake in the company, previously at 14.8 per cent to 19.88 per cent. The company deeply appreciates the backing from all of its strategic shareholders and the broader investment community.
Mr. Naughty subscribed for a total of 4.42 million units under the private placement, which is a related party transaction within the meaning of Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. The issuance to Mr. Naughty is exempt from the valuation requirement of MI 61-101 by virtue of the exemption contained in Section 5.5(b) as the units are not listed on a specified market and from the minority shareholder approval requirements of MI 61-101 by virtue of the exemption contained in Section 5.7(a) of MI 61-101 in that the fair market value of the consideration of the units to be issued to Mr. Naughty does not exceed 25 per cent of the company's market capitalization.
Early warning disclosure
Upon closing of the private placement, Mr. Naughty acquired 4.42 million units. When combined with the shares previously held by Mr. Naughty, he now beneficially owns a total of 14,822,000 shares, representing 19.88 per cent of the total issued and outstanding shares on an undiluted basis, and 24.37 per cent on a partially diluted basis. Prior to closing, Mr. Naughty beneficially owned 10,402,000 shares on an undiluted basis and partially diluted basis, representing 14.8 per cent of the total issued and outstanding shares. The 4.42 million warrants held by Mr. Naughty following the closing are subject to a limitation on exercise, whereby Mr. Naughty cannot exercise the warrants if, after giving effect to such exercise, Mr. Naughty would beneficially own in excess of 19.9 per cent of the total issued and outstanding shares. The aggregate value of the 4.42 million units issued to Mr. Naughty is $221,000. The units were acquired for investment purposes, and, in the future, additional securities of the company may be acquired or disposed of by Mr. Naughty as circumstances or market conditions may warrant. An early warning report will be filed by Mr. Naughty with applicable Canadian securities regulatory authorities. To obtain a copy of the related early warning report, please contact Mr. Naughty by phone at 604-346-7613 or by e-mail at info@yorkharbourmetals.com. Mr. Naughty has an address at 3012 Murray St., Port Moody, B.C., V3H 1X2.
About York Harbour Metals Inc.
York Harbour Metals is a mineral exploration and development company focused on high-grade projects in Newfoundland. The company has recently closed the first milestone of an option agreement with Firetail Resources Ltd. on the York Harbour copper-zinc-silver project, located approximately 27 kilometres from Corner Brook, Nfld. Additionally, York Harbour holds a 100-per-cent interest in the Bottom Brook rare earth elements project, covering 15,150 hectares, situated next to the Trans-Canada Highway and only 27 kilometres from a deepwater port at Turf Point, Nfld.
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