Transition Metals Corp. Closes Previously Announced Private Placement

Executive Summary

• Transition Metals Corp. closed a non‑brokered private placement of 10,108,439 critical flow‑through (CFT) shares at $0.075 per share, raising $758,133 in gross proceeds.
• A finder's cash fee of $30,675.48 and issuance of 409,006 broker warrants (exercise price $0.12, 18‑month term) were paid to Haywood Securities Inc., Castlewood Capital Corp., and Accilent Capital Management Inc.
• The company also issued 1,950,000 stock options, 500,000 restricted share units (RSUs), and 1,000,000 deferred share units (DSUs) under its Omnibus Equity Incentive Compensation Plan.

Key Details

• Offering Size: 10,108,439 CFT shares @ $0.075 per share → $758,133 gross proceeds.
• Finder’s Compensation:
• Cash fee: $30,675.48 (6% of CFT shares sold via finders).
• Broker Warrants: 409,006 warrants, each for one common share at $0.12, exercisable for 18 months from closing.
• Use of Proceeds: To explore and advance critical‑minerals projects in Ontario (Saturday Night PGM) and Yukon (Pike Warden Au‑Ag‑Cu).
• Related Party Transaction: Officers/directors participated; exempt from MI 61‑101 valuation/minority approval thresholds (< $2.5 M).
• Equity Incentive Grants:
• 1,950,000 stock options – exercise price $0.08 per share, 5‑year term.
• 500,000 RSUs – vest over 3 years.
• 1,000,000 DSUs – vest upon loss of office.
• Warrant Terms: Each broker warrant allows purchase of one common share at $0.12 per share; valid for 18 months post‑closing.

Notable Quotes

(No direct quotes were provided in the release.)