Transition Metals vests 100% interest in Pike Warden

Executive Summary

• Transition Metals Corp. has fully vested its 100% interest in the Pike Warden property in southern Yukon, consolidating control for future exploration and partnership opportunities.
• The company announced a non-brokered private placement to raise up to $1 million via charity flow-through units (CFUs) priced at 11.5 cents per unit.
• Proceeds from the financing will be directed toward advancing critical and precious metal projects in Ontario and the Northwest Territories.

Key Details

• Asset Acquisition (Pike Warden Property):
  • Transition Metals vested a 100% interest in the Pike Warden property, a porphyry-epithermal exploration asset in southern Yukon.
  • The property was originally optioned in June 2022.
  • Vesting requirements were met by paying $120,000, issuing 1,000,000 shares, and spending $1,000,000 on exploration over four years.
  • The original optionor retains a 1% net smelter return (NSR) royalty.
  • The company plans to seek partners to aggressively explore the property, which contains over 30 high-grade Au-Ag epithermal and Cu-Mo porphyry showings.
• Financing Details:
  • Structure: Non-brokered private placement of up to 8,695,652 charity flow-through units (CFUs).
  • Price: 11.5 cents per CFU.
  • Gross Proceeds: Up to $1,000,000.
  • Unit Composition: Each CFU consists of one common share and one-half warrant.
  • Warrant Terms: Each full warrant allows the purchase of one common share at $0.115 per share for a period of 18 months.
  • Charity Flow-Through Mechanism: Initial purchasers may donate CFUs to registered charities, which may reoffer them at $0.08 per unit or sell at the reoffer price. The company is not a party to these secondary arrangements.
  • Finder’s Fee: Up to 6% cash and non-transferable share purchase warrants (equal to 6% of CFUs sold) for finders introducing investors. Compensation warrants allow purchase of one common share at $0.115 for 18 months.
  • Use of Proceeds: Exploration and advancement of the Saturday Night PGM project (Ontario), Dessert Lake U project (Northwest Territories), and Gowganda Au project (Ontario).
  • Restrictions: Securities are subject to a four-month restricted resale period and applicable hold periods outside Canada.
  • Conditions: Subject to TSX Venture Exchange approval and other regulatory approvals.

Notable Quotes

• "This acquisition represents an important step in expanding Transition Metals' portfolio of high-quality exploration assets," said Scott McLean, chief executive officer. "The Pike Warden property has strong exploration potential, and the work carried out by Transition to date has identified over 30 high-grade Au-Ag epithermal and Cu-Mo porphyry showings, which together with the geophysical and mapping data demonstrate a large porphyry and epithermal mineralizing system."