19:33:09 EDT Thu 02 Oct 2025
Enter Symbol
or Name
USA
CA



Transition Metals Corp.
Symbol XTM
Shares Issued 71,727,137
Close 2025-10-02 C$ 0.07
Market Cap C$ 5,020,900
Recent Sedar Documents

ORIGINAL: Transition Metals Corp. Closes Previously Announced Private Placement

2025-10-02 17:23 ET - News Release

Sudbury, Ontario--(Newsfile Corp. - October 2, 2025) - Transition Metals Corp. (TSXV: XTM) ("Transition" or the "Company") is pleased to announce that it has closed its previously announced non-brokered private placement (the "Offering"). The Offering consisted of 10,108,439 critical flow through shares ("CFT Shares") at a price of $0.075 per CFT Share for aggregate proceeds of $758,133.

A finder's fee was paid in connection with the Offering to finders that included Haywood Securities Inc., Castlewood Capital Corporation and Accilent Capital Management Inc. (collectively the "Finders"), that consisted of a cash fee in the aggregate amount of $30,675.48 representing an aggregate commission of 6% of the CFT Shares sold to investors introduced by the Finders. In addition, a total of 409,006 broker warrants ("Broker Warrants") were issued to the Finders, representing an aggregate commission of 6% of the CFT Shares sold to investors introduced by the Finders. Each Broker Warrant entitles the Finders to purchase one common share ("Common Share") in the capital of the Company at a price of $0.12 per Common Share for a period of 18 months from closing of the Offering.

Proceeds from the CFT Shares issued in connection with the Offering will be used to explore and advance critical minerals properties in Ontario (Saturday Night PGM) and Yukon (Pike Warden Au-AgCu).

Certain officers and directors of the Company participated in the Offering, which constitutes a "related party transaction" for purposes of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101"). Such participation is exempt from the valuation and minority approval requirements of MI 61-101 by virtue of the fact that the Company is not listed on a specified market set out in section 5.5(b) of MI 61-101 and the value of CFT Shares subscribed for by such officers and directors is less than $2,500,000 in accordance with the requirements of section 5.7(b) of MI 61-101.

Issuance of Stock Options, Deferred Share Units and Restricted Share Units

The Company also reports that it has issued 1,950,000 stock options ("Options"), 500,000 Restricted Share Units ("RSU") and 1,000,000 Deferred Share Units ("DSU") to certain directors, officers and employees of the Company and in accordance with the Company's approved Omnibus Equity Incentive Compensation Plan. The Options can be converted to Common Shares at an exercise price of $0.08 per share for a 5 year period. RSU's vest within 3 years and DSU vest upon the loss of office for the holder.

About Transition Metals Corp

Transition Metals Corp. (TSXV: XTM) is a Canadian-based, multi-commodity explorer. Its award-winning team of geoscientists has extensive exploration experience which actively develops and tests new ideas for discovering mineralization in places that others have not looked, often allowing the company to acquire properties inexpensively. Joint venture partners earn an interest in the projects by funding a portion of higher risk drilling and exploration, allowing Transition to conserve capital and minimize shareholder's equity dilution.

Cautionary Note on Forward-Looking Information

Except for statements of historical fact contained herein, the information in this news release constitutes "forward-looking information" within the meaning of Canadian securities law. Such forward-looking information may be identified by words such as "plans", "proposes", "estimates", "intends", "expects", "believes", "may", "will" and include without limitation, statements regarding estimated capital and operating costs, expected production timeline, benefits of updated development plans, foreign exchange assumptions and regulatory approvals. There can be no assurance that such statements will prove to be accurate; actual results and future events could differ materially from such statements. Factors that could cause actual results to differ materially include, among others, metal prices, competition, risks inherent in the mining industry, and regulatory risks. Most of these factors are outside the control of the Company. Investors are cautioned not to put undue reliance on forward-looking information. Except as otherwise required by applicable securities statutes or regulation, the Company expressly disclaims any intent or obligation to update publicly forward-looking information, whether as a result of new information, future events or otherwise.

Further information is available at www.transitionmetalscorp.com or by contacting:

Scott McLean
President and CEO
Transition Metals Corp.
Tel: (705) 677-1777

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

THIS PRESS RELEASE, PROVIDED PURSUANT TO APPLICABLE CANADIAN REQUIREMENTS, IS NOT FOR DISTRIBUTION TO UNITED STATES NEWS SERVICES OR FOR DISSEMINATION IN THE UNITED STATES, AND DOES NOT CONSTITUTE AN OFFER OF THE SECURITIES DESCRIBED HEREIN. THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS ABSENT REGISTRATION OR APPLICABLE EXEMPTION FROM REGISTRATION REQUIREMENTS

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/268965

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