Mr. Reagan Glazier reports
NEOTECH METALS ANNOUNCES CLOSE OF PRIVATE PLACEMENT AND ANNOUNCES MARKETING CONTRACT
Neotech Metals Corp. has closed its financing previously announced on May 12, 2025, through the issuance of 5,528,194 units of the company at a price of 15 cents per unit for gross proceeds of $829,229.
Each unit comprises one common share of the company and one common share purchase warrant of the company. Each warrant is transferable and entitles the holder thereof to acquire one share at any time for a period of two years from the date of issuance at a price of 25 cents per share. If, during the period beginning four months and one day after the closing date, the company's shares trade on the Canadian Securities Exchange at or above a daily volume-weighted average trading price of 40 cents per common share for 10 consecutive trading days, the company will be entitled to give notice that the warrants will expire 30 days from the date of providing such notice. The offered securities are subject to a four-month-and-one-day hold period expiring on Oct. 19, 2025.
In connection with the financing, the company issued 1,650 non-transferable finder warrants to certain eligible finders. Each finder warrant entitles the holder thereof to acquire one share at any time for a period of two years from the date of issuance at a price of 25 cents per share. No cash finders' fees were paid.
In connection with the financing, an insider of the company subscribed for 100,000 units at the issue price for aggregate gross proceeds of $15,000. Each subscription under the financing by an insider is considered to be a related party transaction for purposes of Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. The company did not file a material change report more than 21 days before the expected closing date of the financing as the details of the financing and the participation therein by the insiders were not settled until shortly prior to the closing of the offering, and the company wished to close the financing on an expedited basis for sound business reasons. The company relied on exemptions from the formal valuation and minority shareholder approval requirements available under MI 61-101. The company is exempt from the formal valuation requirement in Section 5.4 of MI 61-101 in reliance on Section 5.5(b) of MI 61-101 as the company is not listed or quoted on a specified market (as defined in MI 61-101). Additionally, the company is exempt from the minority shareholder approval requirement in Section 5.6 of MI 61-101 in reliance on Section 5.7(1)(a) of MI 61-101 as the fair market value of the transaction, insofar as it involves the insiders, was not more than and, from the minority shareholder approval requirements of MI 61-101 by virtue of Section 5.7(a) of MI 61-101, given the fair market value of the insider subscription, did not exceed 25 per cent of the company's market capitalization.
The company intends to use the net proceeds from the offering for exploration expenditures at the company's projects as well as corporate and general working capital purposes.
Neotech also announces that it has entered into an advertising and e-marketing contract with 1001103323 Ontario Inc., controlled by Luke Komavli, based in Sassafras Trail, Niagara Falls, Ont., and reachable at tsxstocksmarketing@gmail.com or 647-544-7207, to provide marketing services, including social media engagement through X (formerly Twitter), Facebook, YouTube and Reddit. The initial term of the agreement is from June 23, 2025, to Feb. 23, 2026, and may be renewed with mutual written agreement. During the initial term, the contractor will be paid $70,000. The contractor purchased 167,000 units in the current financing but the company will not issue any securities to the contractor as compensation for its marketing services and confirms that the contractor has an arm's-length relationship with the company.
About Neotech Metals Corp.
Neotech Metals is a mineral exploration company dedicated to discovering and developing valuable mineral resources within promising jurisdictions around the world. With a strong commitment to environmental stewardship and sustainable practices, Neotech is positioned to make a positive impact while maximizing the potential of its exploration properties.
The company has a diversified portfolio of rare earth element and rare metals projects, including the apatite-hosted rare earth project, Hecla-Kilmer, located 20 kilometres from the Otter Rapids 180-megawatt hydroelectric power generation station and active Ontario Northway railway, along with its TREO and Foothills projects located in British Columbia. All three projects are 100 per cent wholly owned.
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