Sudbury, Ontario--(Newsfile Corp. - September 29, 2025) - Transition Metals Corp. (TSXV: XTM) ("Transition" or the "Corporation") is pleased to announce it has upsized its non-brokered critical mineral flow through private placement financing ("CFT Offering") originally announced on September 22, 2025. Demand for the CFT Offering has allowed the Company to increase the placement to a total of $743,133 in gross consisting of 9,908,439 Critical Flow Through Shares (the "CFT Shares") at a price of $0.075 per CFT Share.
A finder's fee may be paid in connection with a portion of the financing to finders, as determined by mutual agreement between the Corporation and the finders and subject to regulatory approval. The finders' fee will consist of 6% cash for CFT Shares sold to investors introduced by such finders and an additional 6% non-transferable share purchase warrants equal to 6% for CFT Shares sold to investors introduced by such finders (the "Compensation Warrants"). The Compensation Warrants will permit the finder to purchase one common share in the capital of the Company for 18 months from closing at a price of $0.12.
Proceeds from the CFT Shares issued in connection with the CFT Offering will be used to explore and advance critical minerals properties in Ontario (Saturday Night PGM) and Yukon (Pike Warden Au-Ag-Cu). The securities issued in connection with the CFT Offering, including any common shares issued upon exercise of the Compensation Warrants, will be subject to a four-month restricted resale period and applicable securities legislation hold periods outside of Canada from the closing date. Completion of the CFT Offering will be subject to all necessary approvals, including the approval of the TSX Venture Exchange. There can be no assurance that the CFT Offering will be completed as proposed or at all.
Certain officers and directors of the Company may participate in the private placement, which constitutes a "related party transaction" for purposes of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). 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 $2,500,000 in accordance with the requirements of section 5.7(b) of MI 61-101.
About Transition Metals Corp
Transition Metals Corp (TSXV: XTM) is a Canadian-based, multi-commodity explorer. The 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.
Cautionary Note on Forward-Looking Information
Except for statements of historical fact contained herein, the information in this news release constitutes "forward-looking information" within the meaning of Canadian securities law. Such forward-looking information may be identified by words such as "plans", "proposes", "estimates", "intends", "expects", "believes", "may", "will" and include without limitation, statements regarding estimated capital and operating costs, expected production timeline, benefits of updated development plans, foreign exchange assumptions and regulatory approvals. There can be no assurance that such statements will prove to be accurate; actual results and future events could differ materially from such statements. Factors that could cause actual results to differ materially include, among others, metal prices, competition, risks inherent in the mining industry, and regulatory risks. Most of these factors are outside the control of the Company. Investors are cautioned not to put undue reliance on forward-looking information. Except as otherwise required by applicable securities statutes or regulation, the Company expressly disclaims any intent or obligation to update publicly forward- looking information, whether as a result of new information, future events or otherwise.
Further information is available at www.transitionmetalscorp.com or by contacting:
Scott McLean
President and CEO
Transition Metals Corp
Tel: (705) 677-6178
Neither the 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 release.
THIS PRESS RELEASE, PROVIDED PURSUANT TO APPLICABLE CANADIAN REQUIREMENTS, IS NOT FOR DISTRIBUTION TO UNITED STATES NEWS SERVICES OR FOR DISSEMINATION IN THE UNITED STATES, AND DOES NOT CONSTITUTE AN OFFER OF THE SECURITIES DESCRIBED HEREIN. THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS ABSENT REGISTRATION OR APPLICABLE EXEMPTION FROM REGISTRATION REQUIREMENTS.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/268463
SOURCE: Transition Metals Corp.
