Mr. Sean Samson reports
TRANSITION.INC COMPLETES NON-BROKERED PRIVATE PLACEMENT OF FLOW-THROUGH UNITS
Clean Energy Transition Inc. has closed a non-brokered private placement of flow-through units whereby it issued 5,312,500 FT units at a price of eight cents per FT unit for aggregate gross proceeds of $425,000.
Under the offering, each FT unit consisted of one flow-through common share as defined in Subsection 66(15) of the Income Tax Act (Canada) and one-half of one common share purchase warrant. Each warrant entitles the holder thereof to purchase one common share in the capital of the company at a price of 12 cents for a period of 36 months following the date of issuance. The warrants and the underlying warrant shares will not qualify as flow-through shares under the tax act.
Closing of the offering is subject to certain customary conditions, including, without limitation, final approval of the TSX Venture Exchange, and all of the securities issued under the offering will be subject to a four-month-and-one-day statutory hold period, along with a 15-month contractual hold period from the date of issuance. The company did not pay any finders' fees in cash or securities under the offering.
In connection with the offering, the company will use the aggregate gross proceeds from the FT shares underlying the FT units for Canadian exploration expenses that are flow-through critical mineral mining expenditures (as such terms are defined in the tax act).
The issuance of 375,000 FT units, in aggregate, to Sean Samson, president, chief executive officer and a director of the company, constitutes a related-party transaction as such term is defined in Multilateral Instrument 61-101 (Protection of Minority Securityholders in Special Transactions). Pursuant to sections 5.5(a) and 5.7(1)(a) of MI 61-101, the company intends to rely on exemptions from the formal valuation and minority shareholder approval requirements, respectively, as neither the fair market value of the FT units, nor the consideration for such FT units, insofar as it involves the insider, exceeds 25 per cent of the company's market capitalization.
About Clean Energy Transition Inc.
Clean Energy is focused on opportunities to generate positive cash flow across the energy transition. The company includes a quartz division focused on advancing its silica/quartz business with the Snow White project in Ontario and the Silicon Ridge project in Quebec. The silica in high-quality quartz can be used to make silicon metal, a key component in solar energy panels. The company also has a critical minerals division, which includes the Aurora nickel project in Ontario, where it is working to advance a potential low-carbon production opportunity to supply the growing North American demand for low-carbon nickel. Alongside the mining assets, Clean Energy is also looking for additional opportunities, more broadly, from across the energy transition.
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