Metalite Resources closes financing, settles debt

Executive Summary

• Metalite Resources Inc. has closed a non-brokered private placement of 4,900,669 units for gross proceeds of $735,100.
• Concurrent with the financing, the company settled $352,842 in indebtedness to senior management, former professional service providers, and financial advisers by issuing 2,352,277 common shares.
• The transaction resulted in a total of 10,356,459 common shares issued and outstanding, following shareholder approval obtained via consent resolution on Jan. 27, 2026.

Key Details

• Private Placement Structure:
  • Units Sold: 4,900,669 units.
  • Price per Unit: $0.15.
  • Gross Proceeds: $735,100.
  • Composition: Each unit consists of one common share and one-half of one common share purchase warrant.
• Warrant Terms:
  • Entitlement: Each warrant allows the purchase of one common share.
  • Exercise Price: $0.25 per share.
  • Expiry Date: February 9, 2028 (subject to acceleration).
  • Acceleration Clause: The company may accelerate expiry if the share price closes at or above $0.50 for 10 consecutive trading days. Notice must be provided, with warrants expiring 30 days after notice. Acceleration is not exercisable until four months and one day post-issuance.
• Finders' Fees and Broker Warrants:
  • Cash Fees Paid: $12,960.
  • Broker Warrants Issued: 86,400 warrants.
  • Broker Warrant Terms: Each entitles the holder to purchase one unit at $0.15 until February 9, 2028.
• Debt Settlement:
  • Debt Amount Settled: $352,842.
  • Shares Issued for Debt: 2,352,277 common shares.
  • Deemed Price: $0.15 per share.
  • Recipients: Senior management, former professional service providers, and financial advisers.
• Share Capital Impact:
  • Total Shares Outstanding Post-Transaction: 10,356,459 common shares.
  • Insider Participation: Insiders subscribed for 133,333 units ($20,000 gross proceeds) and received 53,333 common shares as part of the debt settlement.
  • Regulatory Compliance: The transaction exceeded 100% dilution on a partially diluted basis, requiring shareholder approval under Canadian Securities Exchange policies. Approval was obtained via consent resolution on Jan. 27, 2026. The transaction is classified as a related party transaction under MI 61-101 but is exempt from formal valuation and minority approval requirements as fair market value does not exceed 25% of market capitalization.
• Use of Proceeds: Working capital and other general corporate purposes.
• Hold Period: All securities issued are subject to a four-month-and-one-day hold period from the date of issuance.
• Regulatory Status: Subject to final acceptance by the Canadian Securities Exchange.