iMetal Resources Announces Closing of Private Placement

iMetal Resources, Inc. (TSXV: IMR) (OTCQB: IMRFF) (FSE: A7VA) (" iMetal " or the " Company ") confirms that its previously announced non-brokered private placement (the " Offering ") has now been closed. In connection with closing of the Offering, the Company issued 30,000,000 Units (each, a " Unit "), at a price of $0.10 per Unit, for gross proceeds of $3,000,000. Each Unit consists of one common share in the capital of the Company (each, a " Share ") and one transferable share purchase warrant of the Company (each, a " Warrant "). Each Warrant entitles the holder thereof to purchase one additional Share of the Company at a price of $0.175 until August 17, 2029. The Warrants are subject to an accelerated expiry if, any time after the date that is four months and one day after the closing date of the Offering, the volume-weighted average trading price of the Shares on the TSX Venture Exchange (" TSXV ") exceeds $0.40 for twenty (20) consecutive trading days, in which event the holders of the Warrants may, at the Company's election, be given notice and the Company will issue a press release announcing the Warrants will expire thirty (30) days following the date of such press release. The Offering included participation (the " Investment ") by McFarlane Lake Mining Limited (CSE: MLM) (" MLM ") in the amount of 14,200,852 Units. As a result, MLM now holds approximately 19.9% of the outstanding common shares of the Company. In connection with the Investment, the Company and MLM have entered into an investor rights agreement pursuant to which MLM is entitled to nominate one member of the board of directors of the Company and to advise the Company on exploration activities at the Company's Gowganda West property. The Offering also included participation by Seahawk Capital Corp. (" Seahawk ") in the amount of 600,000 Units. Seahawk is a holding company controlled by Saf Dhillon, the Chief Executive Officer of the Company. As a result, participation by Seahawk constitutes a "related party transaction" within the meaning of TSXV Policy 5.9 - Protection of Minority Security Holders in Special Transactions and Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions (" MI 61-101 "). The Company is relying on the exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of the participation by Seahawk as neither the fair market value (as determined under MI 61-101) of the subject matter of, nor the fair market value of the consideration for, the Offering, insofar as it involves Seahawk, exceeds 25% of the Company's market capitalization. The Company did not file a material change report at least twenty-one days in advance of the closing of the Offering as the participation by Seahawk in the Offering had not been confirmed at that time. In connection with the Offering, the Company paid cash commissions of $213,850 and issued 2,093,500 non-transferable broker warrants (each, a " Broker Warrant ") to certain arms-length parties who assisted in introducing subscribers to the Offering. 2,009,500 of the Broker Warrant entitle the holder to acquire one Share at an exercise price of $0.10, with the balance entitling the holder to acquire one Share at an exercise price of $0.175. The Broker Warrants are exercisable until August 17, 2029 and are subject to accelerated expiry on the same terms as the Warrants. All securities issued under the Offering are subject to a statutory hold period until December 18, 2026, in accordance with applicable Canadian securities laws. Integrity Capital Group Inc. acted as financial advisor, and Cassels Brock & Blackwell LLP acted as legal advisor, to the Company in connection with the Offering. Wildeboer Dellelce LLP acted as legal advisor to MLM in connection with the Investment. The Company also announ...