Int'l Metals to issue units, shares for debt

Executive Summary

• International Metals Mining Corp. entered into debt settlement agreements to extinguish approximately $930,902 in debt owed to arm's-length and non-arm's-length creditors through the issuance of equity and warrants.
• The company simultaneously terminated the previously announced acquisition of the Bell Lake property, citing that it is no longer in the best interest of the company.
• The transaction involves the issuance of 7,800,119 units and 1,508,900 shares, with insiders participating in the settlement of $150,890 owed to an executive officer.

Key Details

• Total Debt Settled: Aggregate of $930,901.956.
• Arm's-Length Creditors:
  • Debt amount: $780,011.95.
  • Consideration: 7,800,119 units issued at a deemed price of $0.10 per unit.
  • Unit Composition: Each unit consists of one common share and one transferable share purchase warrant.
  • Warrant Terms: Each warrant is convertible into one additional share at an exercise price of $0.15 per warrant share.
  • Warrant Expiry: 24 months from the date of issuance.
• Non-Arm's-Length Creditors (Insiders):
  • Debt amount: $150,890 owed to an executive officer (or corporation held thereby).
  • Consideration: 1,508,900 shares issued at a deemed price of $0.10 per share.
  • Insider Participant: Brian Thurston, CEO and Director, receiving 1,508,900 shares.
• Regulatory & Compliance Details:
  • The insider participation is classified as a related-party transaction under Multilateral Instrument 61-101.
  • The company relies on sections 5.5(a) and 5.7(a) of MI 61-101 for exemptions from formal valuation and minority shareholder approval, as insider participation does not exceed 25% of the company's market capitalization.
  • Securities are subject to a statutory hold period of four months and one day from issuance.
  • Shares issued to insiders are also subject to a concurrent exchange hold period per TSX Venture Exchange policies.
  • Transactions are subject to required approvals, including acceptance by the TSX Venture Exchange.
• Bell Lake Property Acquisition:
  • The board of directors terminated the proposed acquisition of the Bell Lake property.
  • The decision was made because continuing with the acquisition is not in the best interest of the company.
  • The acquisition was previously announced on August 12, 2025.

Notable Quotes

• "The board of directors of the company has decided that it is not in the best interest of the company to continue with the acquisition of the Bell Lake property and has terminated the proposed acquisition previously announced Aug. 12, 2025."