T2 MetalsCorp. Announces Flow-Through and Non Flow-Through Private Placements to Raise up to $1.4 Million
Vancouver, Dec. 15, 2022 - T2 Metals Corp. (TSXV: TWO) (OTCQB: AGLAF) (WKN: A2DR6E) ("T2" or the "Company") announces that further to a price reservation filed with the TSX Venture Exchange (the "Exchange") on December 6, 2022, the Company proposes to raise gross proceeds of up to $1.4M (the "Financing') by issuing up to: -
2,777,777 units in a flow-through private placement at a price of $0.36 per unit (a "FT Unit") for gross proceeds of up to $1,000,000. Each FT Unit will consist of one flow-through common share and one non flow-through common share purchase warrant (a "Warrant"), exercisable to purchase one additional non flow-through common share at a price of $0.45 for a period of thirty-six (36) months from the date of issuance; and
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1,379,310 units in a non flow-through private placement at a price of $0.29 per unit (a "Unit") for gross proceeds of up to $400,000. Each Unit will consist of one common share and one-half of a common share purchase Warrant, with each whole Warrant exercisable to purchase one additional common share at an exercise price of $0.45 for a period of thirty-six (36) months from the date of issuance.
The Company can elect to accelerate the expiry of the Warrants in the event that the volume-weighted average trading price of its common shares on a stock exchange equals or exceeds $0.90 for twenty (20) consecutive trading days, in which case the Warrants will expire thirty (30) days after the date that the Company provides written notice of acceleration by way of the issuance of a press release announcing the same.
There will be insider participation in the Financing. Finders' fees may be paid on a portion of the Financing, subject to the acceptance of the Exchange.
The proceeds from the issuance of the FT Units will be used for "Canadian exploration expenses" and will qualify as "flow-through mining expenditures" (the "Qualifying Expenditures"), as defined in subsection 127(9) of the Income Tax Act (Canada). The Company intends to renounce the Qualifying Expenditures to subscribers of FT Units for the fiscal year ended December 31, 2022. The proceeds from the issuance of Units will be primarily used for exploration activities at the Company's properties, as well as for general working capital purposes.
All securities issued in the Financing will be subject to a four-month hold period. The Financing is subject to the acceptance of the Exchange.
This press release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the Shares in any jurisdiction in which such offer, solicitation or sale would be unlawful. The Shares have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or the securities laws of any state of the United States, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the U.S. Securities Act) absent registration under the U.S. Securities Act and applicable state securities laws or an exemption from such registration requirements.
About T2 Metals Corp (TSXV: TWO) (OTCQB: AGLAF) (WKN: A2DR6E)
T2 Metals Corp is an emerging copper and precious metal company enhancing shareholder value through exploration and discovery. T2 is focused on the Sherridon Project in Manitoba, the Lida Project in Nevada, and the Cora Project in Arizona.
ON BEHALF OF THE BOARD,
"Mark Saxon"
Mark Saxon
President & CEO
For further information, please contact:
t2metals.com
1305 - 1090 West Georgia St.,
Vancouver, BC, V6E 3V7
info@t2metals.com
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.
Cautionary Note This news release contains certain forward-looking statements, including statements regarding the Financing; the Company's ability to complete the Financing and receive acceptance from the Exchange to the completion of the Financing; the Company's proposed plans for the exploration of the Company's properties; and the intended uses of the proceeds from the Financing. These statements are subject to a number of risks and uncertainties. Actual results may differ materially from results contemplated by the forward-looking statements. Factors that could cause actual results to differ materially from those in forward-looking statements include the Company does not complete all or any part of the Financing; the Company does not receive regulatory acceptance to the Financing; changes in metal prices, changes in the availability of funding, unanticipated changes in key management personnel and general economic conditions. Mining is an inherently risky business. Accordingly the actual events may differ martially from those projected in the forward-looking statements. When relying on forward-looking statements to make decisions, investors and others should carefully consider the foregoing factors and other uncertainties and should not place undue reliance on such forward-looking statements. The Company does not undertake to update any forward looking statements, oral or written, made by itself or on its behalf, unless otherwise required pursuant to applicable laws.
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR RELEASE, PUBLICATION, DISTRIBUTION OR DISSEMINATION DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES.
