Affinity Metals Corp. Announces up to $180,000 Non-Brokered Private Placement

Rhea-AI Summary

Affinity Metals Corp. (CSE: AFF) has announced a non-brokered private placement offering to raise up to $180,000 through the sale of up to 12,000,000 units at $0.015 per unit. Each unit includes one common share and one purchase warrant, with warrants exercisable at $0.05 per share for 3 years after closing. The proceeds will fund outstanding trade payables, legal fees, audit fees, and working capital. The company has received price protection from the CSE for this financing. Company insiders may participate in the offering, with their participation exempt from formal valuation and minority shareholder approval requirements under MI 61-101.

Positive

• Warrants provide potential upside with a $0.05 exercise price, representing a 233% premium to the unit price
• Company secured price protection from CSE for the financing
• 3-year warrant term offers extended opportunity for additional capital raising

Negative

• Significant dilution with up to 12 million new shares being issued
• Low unit price of $0.015 suggests company distress
• Funds primarily used for paying outstanding payables rather than growth initiatives
• Small offering size of $180,000 may not be sufficient for long-term operations

Cardston, Alberta--(Newsfile Corp. - May 9, 2025) - Affinity Metals Corp. (CSE: AFF) (the "Company" or "Affinity Metals") announces that it proposes to undertake an up to $180,000 non-brokered private placement (the "Offering") of up to 12,000,000 units (the "Units") to be sold to eligible purchasers at a price of $0.015 per Unit. The Company has filed for and received price protection for this financing from the Canadian Securities Exchange ("CSE"). Each Unit will consist of one common share of the Company and one common purchase warrant. Each warrant will entitle the holder to purchase one common share of the Company at a price of $0.05 at any time on or before that date which is 3 years after the closing date of the Offering. The proceeds received from the sale of the Units will be used to pay outstanding trade payables, legal fees, audit fees, and general working capital.

The Units are being offered to qualified purchasers in reliance upon exemptions from prospectus and registration requirements of applicable securities legislation. The Company may pay finders' fees to eligible finders in connection with the Offering. All securities issued and sold under the Offering will be subject to a hold period expiring four months and one day from their date of issuance.

It is anticipated that insiders of the Company may participate in the Offering. The participation of any insiders may be considered a related party transaction within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). Such insider participation is expected to be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 pursuant to sections 5.5(b) and 5.7(1)(a) of MI 61-101, as the Company is not listed on any of the exchanges or markets outlined in subsection 5.5(b) of MI 61-101, and the fair market value of the securities to be distributed to the insiders is not expected to exceed 25% of the Company's market capitalization.

About Affinity Metals Corp.:

Affinity Metals is focused on the acquisition, exploration and development of strategic metal deposits within North America.

ON BEHALF OF AFFINITY METALS CORP.

"Robert Edwards"
Robert Edwards, President & CEO

The Company can be contacted at: info@affinity-metals.com

Further information about Affinity Metals can be found on its website at: www.affinity-metals.com

Neither the Canadian Securities Exchange nor its Regulation Services Provider accepts responsibility for the adequacy or accuracy of this release.

Cautionary Statement Regarding Forward-Looking Statements

This news release may contain forward-looking statements (within the meaning of applicable securities laws) which reflect the Company's current expectations regarding future events. Forward-looking statements are identified by words such as "believe", "anticipate", "project", "expect", "intend", "plan", "will", "may", "estimate" and other similar expressions. The forward-looking statements in this news release are based on a number of key expectations and assumptions made by the Company as of the date hereof. Although the forward-looking statements contained in this news release are based on what the Company's management believes to be reasonable assumptions, the Company cannot assure investors that actual results will be consistent with such statements.

The forward-looking statements in this news release are not guarantees of future performance and involve risks and uncertainties that are difficult to control or predict. Several factors could cause actual results to differ materially from the results discussed in the forward-looking statements, including those identified in the Company's most recent Management's Discussion and Analysis, which is available on SEDAR+ at www.sedarplus.ca. Readers, therefore, should not place undue reliance on any such forward-looking statements. These forward-looking statements are made as of the date of this news release and, except as expressly required by applicable law, The Company assumes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/251436

FAQ

What is the size and price of Affinity Metals (ARIZF) private placement offering?

Affinity Metals is offering up to 12,000,000 units at $0.015 per unit to raise up to $180,000. Each unit includes one common share and one warrant exercisable at $0.05 for 3 years.

How will Affinity Metals use the proceeds from its May 2025 private placement?

The proceeds will be used to pay outstanding trade payables, legal fees, audit fees, and general working capital.

What are the warrant terms in Affinity Metals' 2025 private placement?

Each warrant allows the purchase of one common share at $0.05, exercisable for 3 years after the offering's closing date.

Are insiders participating in Affinity Metals' private placement?

Company insiders may participate in the offering, with their participation exempt from formal valuation and minority shareholder approval requirements under MI 61-101.

What is the hold period for securities issued in ARIZF's private placement?

All securities issued will have a hold period of four months and one day from their date of issuance.