MTB Metals closes $280,000 private placement

Executive Summary

• MTB Metals Corp. closed a non‑brokered private placement raising $280,000 through the issuance of 11.2 million flow‑through units at C$0.025 per unit.
• Proceeds are earmarked exclusively for advancing the Telegraph and Southmore copper‑gold projects, with up to C$80,000 potentially payable to non‑arm’s‑length exploration service providers.
• Insiders (CEO, directors and VP of Exploration) purchased or acquired control over 960,000 flow‑through units, constituting a related‑party transaction that qualifies for exemption from MI 61‑101 valuation and minority‑shareholder approval requirements.

Key Details

• Gross proceeds: C$280,000.
• Units sold: 11.2 million flow‑through units at C$0.025 each.
• Unit composition: 1 share (flow‑through) + ½ warrant (exercisable for 18 months at C$0.05 into a non‑flow‑through share).
• Holding period: All securities subject to a four‑month hold period under Canadian securities laws, plus any additional jurisdictional restrictions.
• Use of proceeds: 100 % allocated to exploration and development of the Telegraph and Southmore projects; up to C$80,000 may be paid to non‑arm’s‑length parties for exploration services.
• Insider participation:
• Lawrence Roulston (CEO/President/Director) – part of 960,000 units acquired.
• Rene Bernard (Director) – part of 960,000 units acquired.
• Mark Brown (Director) – part of 960,000 units acquired.
• Lucia Theny (VP Exploration) – part of 960,000 units acquired.
• Related‑party transaction: Qualifies as a related‑party transaction under MI 61‑101; directors determined exemption from formal valuation and minority‑shareholder approval per sections 5.5(a) and 5.7(1)(a).
• Regulatory status: Offering remains subject to final acceptance by the TSX Venture Exchange; no material change report filed 21 days prior because insider participation details were not confirmed at that time.

Notable Quotes

(No direct quotes provided in the release.)