Metallum Resources Inc. Announces Closing of
Concurrent Financing
Metallum Resources Inc. (TSXV:MZN; OTCQB:MTLLF) (“Metallum” or the “Company”) is pleased to announce that further to its news releases dated October 19, 2022, December 6, 2022, February 8, 2023 and February 17, 2023 (the “Previous News Releases”), the Company has closed on its previously announced private placement offering of 150,000,000 subscription receipts (each a “Subscription Receipt”) at a price of $0.06 per Subscription Receipt (the “Offering Price”) for gross proceeds of $9,000,000 (the “Offering”).
The Offering is intended to be the concurrent financing in connection with the Company’s proposed transaction with Waroona Energy Pty Ltd (“Waroona”), which will result in the reverse takeover of the Company by Waroona (the “Transaction”).
Each Subscription Receipt entitles the holder thereof to receive, without any further action on the part of the holder or payment of any additional consideration, one common share of the Company (each a “Share”), subject to the satisfaction or waiver of the Escrow Release Conditions (as defined herein) prior to the date that is 120 days following closing of the Offering, and provided that the Transaction has not otherwise been terminated.
The Subscription Receipts (and Shares issued upon the conversion of the Subscription Receipts) are subject to a four month hold period, pursuant to securities laws in Canada. The net proceeds of the Offering will be held in escrow and, upon the satisfaction or waiver of certain conditions (the “Escrow Release Conditions“), including all conditions to the closing of the Transaction, the net proceeds will be released to the Company. In the event that the net proceeds are released to the Company, the Company will make payments totalling $307,959.20 to certain arm’s length finders in connection with their assistance with the Offering.
Trading Halt
The Shares are currently halted from trading, and the trading of the Shares is expected to remain halted pending completion of the Transaction.
Further Information
For additional information on the Transaction, please refer to the Previous News Releases.
Additional Information
All information contained in this news release with respect to the Company and Waroona was supplied,
for inclusion herein, by each respective party and each party and its directors and officers have relied on
the other party for any information concerning such other party. Completion of the Transaction is subject to a number of conditions, including but not limited to, TSX Venture Exchange acceptance and if applicable, disinterested shareholder approval. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the management information circular to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of the Company should be considered highly speculative. The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this news release.
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.
