Flow Metals Closes Financing

Executive Summary

• Flow Metals Corp. closed a fully‑subscribed private placement, raising $400,000 from the issuance of 8 million units at $0.05 per unit.
• The company also entered into debt settlement agreements to extinguish $78,000 of insider indebtedness by issuing 1.2 million common shares at a deemed price of $0.065 per share.
• Net proceeds will be used to fund exploration and development of its Yukon and British Columbia projects, as well as for working capital and general corporate purposes.

Key Details

• Private Placement:
• Gross proceeds: $400,000.
• Units issued: 8,000,000 at $0.05 per unit.
• Each Unit = 1 common share + ½ warrant (full warrant = 2 half‑warrants).
• Warrants exercisable for 24 months at $0.10 per share.

• Statutory hold period on securities: 4 months + 1 day, expiring May 23, 2026.

• Finder’s Fees:

• Cash payment of $4,350 and issuance of 33,000 warrants on the same terms as placement warrants.

• Insider Participation:

• One insider subscribed for 1,000,000 units (12.5 % of total units).

• Transaction qualifies as a related‑party transaction under MI 61‑101; exemptions applied because value < 25 % of market cap.

• Debt Settlement Agreements (dated Jan 23, 2026):

• Total indebtedness to be settled: $78,000.
• Settlement via issuance of 1,200,000 common shares at a deemed price of $0.065 per share.
• Shares subject to the same statutory hold period (4 months + 1 day).

• Completion pending CSE and other regulatory approvals.

• Use of Proceeds:

• Fund exploration and development activities on Flow Metals’ Yukon and British Columbia projects.

• Provide working capital and general corporate purposes.

• Regulatory & Disclosure Notes:

• Both the private placement and debt settlement are considered related‑party transactions under MI 61‑101 with applicable exemptions.
• The CSE has not approved or disapproved the release; it does not accept responsibility for its accuracy.

Notable Quotes

(No direct quotes were provided in the release.)