White Metal Resources Closes $140,000 Flow-through Private Placement
Thunder Bay, October 26, 2017 - White Metal Resources Corp. (TSXV: WHM) ("White Metal" or the "Company") is pleased to announce that it has submitted documents to the TSX Venture Exchange (the "Exchange") for approval of its previously announced non-brokered flow-through private placement for gross proceeds of $140,000, consisting of 2,800,000 flow through units ("FT Units") at a price of $0.05 per FT Unit. Each FT Unit includes one (1) full Common Share Purchase Warrant exercisable at $0.10 for 24 months from the date of issuance. The placement is subject to final acceptance of the TSX Venture Exchange.
All securities issued in the placement are subject to a four-month hold period. The proceeds raised from the FT Units will be used to advance the Company's recently acquired Gunners Cove property located 20km north of St. Anthony in Newfoundland, and other Canadian exploration expenses (within the meaning of the Income Tax Act (Canada)), with the company using its best efforts to ensure that such Canadian exploration expenses qualify as a flow-through mining expenditure for purposes of the Income Tax Act (Canada), related to the exploration of the company's exploration projects.
The financing was effected with two insiders of the Company subscribing for 1,100,000 FT Units on completion of the private placement, for aggregate subscription proceeds of $55,000, that portion of the financing a "related party transaction" as such term is defined under Multilateral Instrument 61-101 — Protection of Minority Security Holders in Special Transactions ("MI 61-101″). The Company is relying on exemptions from the formal valuation and minority approval requirements set out in MI 61- 101. The Company is exempt from the formal valuation requirement of MI 61-101 under sections 5.5(a) and (b) of MI 61-101 in respect of the transaction as the fair market value of the transaction, insofar as it involves the interested party, is not more than the 25% of the Company's market capitalization, and no securities of the Company are listed or quoted for trading on prescribed stock exchanges or stock markets. Additionally, the Company is exempt from minority shareholder approval under sections 5.7(1)(a) and (b) of MI 61-101 as, in addition to the foregoing, (i) neither the fair market value of the Flow-Through Units nor the consideration received in respect thereof from interested party exceeds $2,500,000, (ii) the Company has one or more independent directors who are not employees of the Company, and (iii) all of the independent directors have approved the transaction. Material change reports were not filed 21 days prior to the closing of the financing because insider participation had not been established at the time the financing was announced.
White Metal Resources Corp. is a junior exploration company exploring in Canada and currently has 38,741,073 common shares issued and outstanding.
On behalf of the Board of Directors of White Metal Resources Corp.
"Michael Stares"
Michael Stares, President and CEO
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 NEWS RELEASE.
The information contained herein contains "forward-looking statements" within the meaning of applicable securities legislation. Forward-looking statements relate to information that is based on assumptions of management, forecasts of future results, and estimates of amounts not yet determinable. Any statements that express predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance are not statements of historical fact and may be "forward-looking statements."
Forward-looking statements are subject to a variety of risks and uncertainties which could cause actual events or results to differ from those reflected in the forward-looking statements, including, without limitation: risks related to failure to obtain adequate financing on a timely basis and on acceptable terms; risks related to the outcome of legal proceedings; political and regulatory risks associated with mining and exploration; risks related to the maintenance of stock exchange listings; risks related to environmental regulation and liability; the potential for delays in exploration or development activities or the completion of feasibility studies; the uncertainty of profitability; risks and uncertainties relating to the interpretation of drill results, the geology, grade and continuity of mineral deposits; risks related to the inherent uncertainty of production and cost estimates and the potential for unexpected costs and expenses; results of prefeasibility and feasibility studies, and the possibility that future exploration, development or mining results will not be consistent with the Company's expectations; risks related to gold price and other commodity price fluctuations; and other risks and uncertainties related to the Company's prospects, properties and business detailed elsewhere in the Company's disclosure record. Should one or more of these risks and uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in forward-looking statements. Investors are cautioned against attributing undue certainty to forward-looking statements. These forward looking statements are made as of the date hereof and the Company does not assume any obligation to update or revise them to reflect new events or circumstances. Actual events or results could differ materially from the Company's expectations or projection
For further information contact:
Michael Stares
684 Squier Street
Thunder Bay, Ontario, Canada, P7B 4A8
Phone: (807) 628-7836
Fax: (807) 475-7200
