Metalite Announces Upsizing of Private Placement to up to $700,000

Executive Summary

• Metalite Resources is upsizing its previously announced non‑brokered private placement from a maximum of $465,000 to up to $700,000 in gross proceeds.
• Concurrently, the company will settle $352,842 of indebtedness by issuing 2,352,277 common shares (deemed price $0.15 per share) as part of a debt‑settlement transaction.
• The combined transactions are expected to close on or about February 9, 2026 and the net proceeds will be used for working capital and general corporate purposes.

Key Details

• Private Placement Terms – Units priced at $0.15 each; each Unit consists of 1 common share plus ½ of a common‑share purchase warrant.
• Warrant Features – Each full warrant allows purchase of one common share at $0.25 for up to two years from issuance; acceleration right if the market price stays ≥ $0.50 for ten consecutive trading days (cannot be exercised before 4 months + 1 day).
• Broker Units – Holders may purchase an additional Unit at $0.15 for a 24‑month period after closing.
• Finder’s Fees – Up to 8% cash commission on proceeds and up to 8% of the number of Units purchased by investors introduced by finders.
• Debt Settlement – Issuance of 2,352,277 common shares at a deemed price of $0.15 per share to extinguish $352,842 of debt owed to senior management, former service providers and advisors.
• Use of Proceeds – Net proceeds from the private placement will fund working capital and other general corporate purposes.
• Closing Timeline – Both the private placement and debt settlement are slated to close on or about February 9, 2026.
• Shareholder Approval – Because the issuance would exceed 100% of currently outstanding shares on a partially diluted basis, shareholder consent (majority written approval) is required prior to closing.
• Related‑Party Transaction – Insiders are expected to participate; the company will rely on MI 61‑101 exemptions as the fair market value of related‑party participation is deemed ≤ 25% of market capitalization.

Notable Quotes

(No direct quotes were provided in the release.)