Medford, Wisconsin--(Newsfile Corp. - May 14, 2025) - GreenLight Metals Inc. (TSXV: GRL) ("GreenLight" or the "Company") announces that the Company proposes to extend the expiry date of an aggregate of 1,249,072 outstanding share purchase warrants (the "Warrants"). Each Warrant entitles the holder thereof to acquire one common share of the Company (a "Share") at a price of $0.60 per Share. The Company proposes to extend the expiry date of the Warrants by an additional two years (the "Amendment"). All other terms of the warrants, including exercise price, will remain the same. The Warrants were issued pursuant to the following private placements and were extended as follows:
461,293 Warrants, including 75,000 Warrants issued to insiders, were issued pursuant to a private placement which closed on June 7, 2022. These Warrants were set to expire on June 7, 2025, and the expiry date was extended to June 7, 2027.
425,000 Warrants were issued pursuant to a private placement which closed on July 8, 2022. These Warrants were set to expire on July 8, 2025, and the expiry date was extended to July 8, 2027.
362,779 Warrants, including 264,611 Warrants issued to insiders, were issued pursuant to a private placement which closed on January 24, 2023. These Warrants were set to expire on January 24, 2026, and the expiry date was extended to January 24, 2028.
The Amendment is subject to acceptance by the TSX Venture Exchange ("TSXV"), and no action will be required on the part of the holders of the Warrants to give effect to the Amendment.
A total of 339,611 Warrants are held by parties who are considered to be "related parties" of the Company. Therefore, the amendment of these warrants constitutes a "related party transaction" as contemplated by Multilateral Instrument 61-101 Protection of Minority Shareholders in Special Transactions, and TSXV Policy 5.9 - Protection of Minority Shareholders in Special Transactions. However, the exemptions from formal valuation and minority approval requirements provided for by these guidelines can be relied upon as the fair market value of the warrants held by insiders does not exceed 25% of the market capitalization of the Company. A material change report in respect of the warrant extension will be filed by the Company.
The Warrants and the underlying Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws and may not be offered or sold within the United States or to, or for the account or benefit of, a U.S. person (as defined in Regulation S under the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws, or an exemption from such registration is available. This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities referred to herein.
Incentive Grants
As part of the Company's incentive program, the Company made grants of incentive stock options ("Options"), restricted share units ("RSUs") and deferred share units ("DSUs") in accordance with the Company's amended and restated equity incentive plan (the "Equity Incentive Plan"), the effectiveness of which is subject to shareholder approval at the next meeting of shareholders and final acceptance by the TSXV.
On the recommendation of the Nomination, Compensation and Corporate Governance Committee, the board of directors of the Company has approved the grant of an aggregate of 668,333 RSUs, 293,750 DSUs and 1,575,000 Options.
The Equity Incentive Plan's objective is to create an incentive compensation program that is aligned with the Company's long-term objectives. Options, DSUs and RSUs are granted in accordance with Policy 4.4 - Security Based Compensation of the TSXV, the terms and conditions of the Equity Incentive Plan and the terms of the award agreement evidencing such equity compensation security. Values for RSU and DSU awards were determined using a notional share price of $0.30.
RSUs: Each vested RSU can be redeemed for one fully paid and non-assessable common share of GreenLight issued from treasury. The RSUs vest in three equal instalments of one-third (1/3) each, on the first, second and third anniversaries of the grant date (36 months in total). 300,000 RSUs were granted to a non-executive director and 368,333 RSUs were granted to an executive officer.
DSUs: Each vested DSU can be redeemed for one fully paid and non-assessable common share of GreenLight issued from treasury. For directors, the DSUs granted vest May 14, 2026, and are settled on a director's retirement from the board. All 293,750 DSUs were granted to the Company's non-executive directors.
Options: Options have a seven (7) year term from the grant date. Except as noted below, all Options carry an exercise price per Share of $0.30 and vest in four equal instalments of twenty-five per cent (25%) each on the grant date and on the first, second and third anniversaries of the grant date. 350,000 Options granted to a consultant of the Company vest over three instalments (150,000 on the grant date and 100,000 on each of the first and second anniversaries) and these Options carry an exercise price of $0.20 per Share. Of the total of 1,575,000 Options that were granted, 525,000 Options were granted to the Company's non-executive directors, 550,000 Options were granted to its executive officers, and 500,000 Options were granted to consultants.
About GreenLight Metals Inc.
The principal business of GreenLight is the exploration and development of mineral properties in Wisconsin, Nevada, and Arizona. The material properties of GreenLight are the Bend Property, the Reef Property and the Kalium Canyon Property. In addition, the Company controls two additional prospective properties in Wisconsin - Lobo and Lobo East. GreenLight has also secured rights to the Swede anomaly located on the Southern Greenstone Belt. Outside of Wisconsin, the Company controls rights to the Kalium Canyon property, located in the Walker Lane district of Nevada. The Company also holds an option on the Cerro Colorado property located 70 kilometers southwest of Tucson, Arizona, along the Laramide porphyry copper belt.
Further Information
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For further information, please contact:
GREENLIGHT METALS INC.
Matt Filgate, President and Chief Executive Officer
Phone: (778) 679-3579
Email: matt@greenlightmetals.com
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.
Forward-Looking Information
Certain statements and information herein, including all statements that are not historical facts, contain forward-looking statements and forward-looking information within the meaning of applicable securities laws. Often, but not always, forward-looking statements or information can be identified by the use of words such as "anticipate", "believe", "estimate", "expect", "intend", "may", "plan", "predict", "project", "should" or "will" and the negative of these words or such variations thereon or comparable terminology are intended to identify forward-looking statements and information. All statements other than statements of historical fact, included in this release are forward-looking statements that involve risks and uncertainties. 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. Important factors that could cause actual results to differ materially from the Company's expectations include the failure to satisfy the conditions of the relevant securities exchange and other risks detailed from time to time in the filings made by the Company with securities regulations. The reader is cautioned that assumptions used in the preparation of any forward-looking information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of the Company. The reader is cautioned not to place undue reliance on any forward-looking information. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. The forward-looking statements contained in this news release are made as of the date of this news release and the Company will update or revise publicly any of the included forward-looking statements as expressly required by applicable law.
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SOURCE: GreenLight Metals Inc.
