Metalquest closes final tranche of placement

Executive Summary

• Metalquest Mining Inc. has closed the second and final tranche of a non-brokered private placement, issuing 1,963,760 non-flow-through units (NFT units) at 17 cents per unit.
• The final tranche raised $333,839.20, bringing the aggregate gross proceeds from all tranches to $1,966,780.20.
• The offering includes warrants entitling holders to purchase common shares at 40 cents per share, with proceeds designated for general working capital and exploration.

Key Details

• Transaction Structure: Non-brokered private placement; second and final tranche closing.
• Units Issued: 1,963,760 NFT units.
• Price: 17 cents per NFT unit.
• Proceeds:
  • Second Tranche: $333,839.20.
  • Aggregate (All Tranches): $1,966,780.20.
• Warrant Terms: Each unit includes one-half of one share purchase warrant. Each whole warrant allows the purchase of one common share at an exercise price of 40 cents per share for a period of two years from closing.
• Use of Proceeds: General working capital and exploration.
• Hold Period: Securities are subject to a minimum four-month-and-a-day hold period expiring May 10, 2026.
• Insider Participation: An existing insider and control person purchased 87,875 NFT units. This is a related party transaction under MI 61-101, relying on exemptions from formal valuation and minority shareholder approval as the value does not exceed 25% of market capitalization.
• Early Warning Disclosure:
  • Prior to closing, Mr. Harry Barr controlled approximately 47.41% of issued and outstanding shares (on a post-conversion basis).
  • After closing, Mr. Barr’s deemed control decreased to approximately 38.46% of issued and outstanding shares (on a post-conversion basis).
  • Mr. Barr purchased an aggregate of 599,313 units across both tranches.
• Regulatory Status: Offering subject to TSX Venture Exchange approval. No material change report filed prior to closing as insider details were not known at that time.

Notable Quotes

• "We are pleased to announce the successful completion of the company's offering raising an aggregate of $1,966,780.20 in all tranches. We received demand in excess of the amount raised. While we appreciate the strong investor interest, we elected not to increase the financing -- doing so would have introduced unnecessary dilution at a pivotal stage in the company's growth trajectory." — Harry Barr, Chairman and CEO