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Metallum Resources Inc
Symbol	MZN
Shares Issued	283,479,415
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Metallum closes Waroona Energy RTO

2023-05-16 08:56 ET - News Release

Wonnacott Subject: Warooan Energy Inc. (previously Metallum Resources Inc.) - News Release for Immediate Dissemination PDF Document File: Attachment 2023-5-16 - WHE Release - Transaction Closing.pdf Announcement 16 May 2023 | TSX:WHE Waroona Energy Inc. completes reverse takeover Waroona Energy Inc. (TSXV: WHE) ("Waroona" of the "Company"), formerly Metallum Resources Inc (MZN.TSXV)., is pleased to announce that it has closed its reverse takeover transaction (the "Transaction") with Waroona Energy Pty Ltd ("Target"), as previously announced in the Company's news releases dated October 19, 2022, December 6, 2022, February 8, 2023, February 17, 2023, March 2, 2023 and April 17, 2023 (the "Previous News Releases"). The Transaction As described in the Information Circular (the "Information Circular") (a copy of which is available under the Company's profile on SEDAR at www.sedar.com) prepared by the Company for the annual general and special shareholder meeting that was held on May 10, 2023 (the "Meeting"), the Company received disinterested shareholder approval for the Transaction, which was one of the conditions required to close the Transaction. In connection with the closing of the Transaction, the Company changed its name to "Waroona Energy Inc. ". The Shares of the Company are expected to resume trading on the TSX Venture Exchange (the "TSXV") on or about May 23, 2023 under ticker symbol "WHE", new CUSIP number 934633108 and new ISIN number CA9346331080, once all conditions to the TSXV's final acceptance of the Transaction have been satisfied. A further press release will be issued prior to the commencement of trading. Management and Board of Directors The management team of the Company is now comprised of Adam Kiley as President and CEO, Sean McGrath as CFO and Jan Urata as Corporate Secretary. The board of the Company is now comprised of Mark Hanlon, Adam Kiley, Paul Manias and Tony Wonnacott (Chairman). Please see the Information Circular for additional information on the board of directors and management team. Escrow Release of Financing Proceeds As announced on March 2, 2023, the Company completed a private placement offering of 150,000,000 subscription receipts at a price of $0.06 per subscription receipt for gross proceeds of $9,000,000. The closing of the Transaction satisfied the conditions for the release from escrow of the net proceeds to the Company. The Company will now make payments totalling $307,959.20 to certain arm's length finders in connection with their assistance with the financing. The Subscription Receipts have automatically converted to common shares of the Company and remain subject to a four month hold period that commenced on the issuance of the subscription receipts, pursuant to securities laws in Canada. Level 20, 140 St Georges Terrace, Perth, WA, 6000 P +61 8 9200 3428 Advisers DLA Piper (Canada) LLP acted as legal counsel to the Company. Further Information For additional information on the Transaction, please refer to the Previous News Releases and the Information Circular. ON BEHALF OF THE BOARD For further information, contact: Adam Kiley Tony Wonnacott President & CEO Chairman +61 8 9200 3428 (Australia) contact@waroonaenergy.com +1 416.953.5879 (North America) contact@waroonaenergy.com Website: www.waroonaenergy.com Neither the TSX Venture Exchange nor the Investment Industry Regulatory Organization of Canada accepts responsibility for the adequacy or accuracy of this release. Cautionary Note Regarding Forward-Looking Statements Certain statements contained in this news release constitute forward-looking statements within the meaning of Canadian securities legislation. All statements included herein, other than statements of historical fact, are forward-looking statements and include, without limitation, statements about the TSXV's final acceptance of the Transaction and resumption of trading. Often, but not always, these forward looking statements can be identified by the use of words such as "estimate", "estimates", "estimated", "potential", "open", "future", "assumed", "projected", "used", "detailed", "has been", "gain", "upgraded", "offset", "limited", "contained", "reflecting", "containing", "remaining", "to be", "periodically", or statements that events, "could" or "should" occur or be achieved and similar expressions, including negative variations. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any results, performance or achievements expressed or implied by forward-looking statements. Such uncertainties and factors include, among others, the uncertainties inherent in the estimated economics of the Project, and whether the Company will arrange any offtake related financing; whether exploration and development of the Company's properties will proceed as planned; changes in general economic conditions and financial markets; the Company or any joint venture partner not having the financial ability to meet its exploration and development goals; risks associated with the results of exploration and development activities, estimation of mineral resources and the geology, grade and continuity of mineral deposits; unanticipated costs and expenses; risks associated with COVID-19 including adverse impacts on the world economy, exploration and development efforts and Level 20, 140 St Georges Terrace, Perth, WA, 6000 P +61 8 9200 3428 2 the availability of personnel; and such other risks detailed from time to time in the Company's quarterly and annual filings with securities regulators and available under the Company's profile on SEDAR at www.sedar.com. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. Forward-looking statements contained herein are based on the assumptions, beliefs, expectations and opinions of management, including but not limited to: the accuracy of the estimated economics of the Project; that the Company will arrange offtake related financing; that the Company's stated goals and planned exploration and development activities will be achieved; that there will be no material adverse change affecting the Company or its properties; and such other assumptions as set out herein. Forward-looking statements are made as of the date hereof and the Company disclaims any obligation to update any forward-looking statements, whether as a result of new information, future events or results or otherwise, except as required by law. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, investors should not place undue reliance on forward-looking statements. Level 20, 140 St Georges Terrace, Perth, WA, 6000 P +61 8 9200 3428 3 Word Document File: '\\swfile\EmailIn\20230516 053740 Attachment 2023-5-16 - WHE Release - Transaction Closing.docx' 1 2 Level 20, 140 St Georges Terrace, Perth, WA, 6000 P +61 8 9200 3428 Announcement 16 May 2023 | TSX:WHE Level 20, 140 St Georges Terrace, Perth, WA, 6000 P +61 8 9200 3428 Waroona Energy Inc. completes reverse takeover Waroona Energy Inc. (TSXV: WHE) ("Waroona" of the "Company"), formerly Metallum Resources Inc (MZN.TSXV)., is pleased to announce that it has closed its reverse takeover transaction (the "Transaction") with Waroona Energy Pty Ltd ("Target"), as previously announced in the Company's news releases dated October 19, 2022, December 6, 2022, February 8, 2023, February 17, 2023, March 2, 2023 and April 17, 2023 (the "Previous News Releases"). The Transaction As described in the Information Circular (the "Information Circular") (a copy of which is available under the Company's profile on SEDAR at www.sedar.com) prepared by the Company for the annual general and special shareholder meeting that was held on May 10, 2023 (the "Meeting"), the Company received disinterested shareholder approval for the Transaction, which was one of the conditions required to close the Transaction. In connection with the closing of the Transaction, the Company changed its name to "Waroona Energy Inc. ". The Shares of the Company are expected to resume trading on the TSX Venture Exchange (the "TSXV") on or about May 23, 2023 under ticker symbol "WHE", new CUSIP number 934633108 and new ISIN number CA9346331080, once all conditions to the TSXV's final acceptance of the Transaction have been satisfied. A further press release will be issued prior to the commencement of trading. Management and Board of Directors The management team of the Company is now comprised of Adam Kiley as President and CEO, Sean McGrath as CFO and Jan Urata as Corporate Secretary. The board of the Company is now comprised of Mark Hanlon, Adam Kiley, Paul Manias and Tony Wonnacott (Chairman). Please see the Information Circular for additional information on the board of directors and management team. Escrow Release of Financing Proceeds As announced on March 2, 2023, the Company completed a private placement offering of 150,000,000 subscription receipts at a price of $0.06 per subscription receipt for gross proceeds of $9,000,000. The closing of the Transaction satisfied the conditions for the release from escrow of the net proceeds to the Company. The Company will now make payments totalling $307,959.20 to certain arm's length finders in connection with their assistance with the financing. The Subscription Receipts have automatically converted to common shares of the Company and remain subject to a four month hold period that commenced on the issuance of the subscription receipts, pursuant to securities laws in Canada. Advisers DLA Piper (Canada) LLP acted as legal counsel to the Company. Further Information For additional information on the Transaction, please refer to the Previous News Releases and the Information Circular. ON BEHALF OF THE BOARD For further information, contact: Adam Kiley President & CEO +61 8 9200 3428 (Australia) contact@waroonaenergy.com Tony Wonnacott Chairman +1 416.953.5879 (North America) contact@waroonaenergy.com Website: www.waroonaenergy.com Neither the TSX Venture Exchange nor the Investment Industry Regulatory Organization of Canada accepts responsibility for the adequacy or accuracy of this release. Cautionary Note Regarding Forward-Looking Statements Certain statements contained in this news release constitute forward-looking statements within the meaning of Canadian securities legislation. All statements included herein, other than statements of historical fact, are forward-looking statements and include, without limitation, statements about the TSXV's final acceptance of the Transaction and resumption of trading. Often, but not always, these forward looking statements can be identified by the use of words such as "estimate", "estimates", "estimated", "potential", "open", "future", "assumed", "projected", "used", "detailed", "has been", "gain", "upgraded", "offset", "limited", "contained", "reflecting", "containing", "remaining", "to be", "periodically", or statements that events, "could" or "should" occur or be achieved and similar expressions, including negative variations. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any results, performance or achievements expressed or implied by forward-looking statements. Such uncertainties and factors include, among others, the uncertainties inherent in the estimated economics of the Project, and whether the Company will arrange any offtake related financing; whether exploration and development of the Company's properties will proceed as planned; changes in general economic conditions and financial markets; the Company or any joint venture partner not having the financial ability to meet its exploration and development goals; risks associated with the results of exploration and development activities, estimation of mineral resources and the geology, grade and continuity of mineral deposits; unanticipated costs and expenses; risks associated with COVID-19 including adverse impacts on the world economy, exploration and development efforts and the availability of personnel; and such other risks detailed from time to time in the Company's quarterly and annual filings with securities regulators and available under the Company's profile on SEDAR at www.sedar.com. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. Forward-looking statements contained herein are based on the assumptions, beliefs, expectations and opinions of management, including but not limited to: the accuracy of the estimated economics of the Project; that the Company will arrange offtake related financing; that the Company's stated goals and planned exploration and development activities will be achieved; that there will be no material adverse change affecting the Company or its properties; and such other assumptions as set out herein. Forward-looking statements are made as of the date hereof and the Company disclaims any obligation to update any forward-looking statements, whether as a result of new information, future events or results or otherwise, except as required by law. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, investors should not place undue reliance on forward-looking statements.