Affinity Metals Corp. Reprices Non-Brokered Private Placement

Rhea-AI Summary

Affinity Metals (OTC:ARIZF) reprices its previously announced non-brokered private placement to an up to $105,000 offering of up to 3,500,000 Units at $0.03 per Unit. Each Unit includes one common share and one warrant exercisable at $0.05 for 24 months. Proceeds will pay audit and legal fees and support general working capital. The Company obtained price protection from the Canadian Securities Exchange, expects insider participation (treated as a related party transaction) and securities will be subject to a hold period of four months and one day.

Positive

• Offering secured $105,000 maximum at $0.03 per Unit
• Each Unit includes a 24-month $0.05 warrant providing potential upside
• Proceeds earmarked for audit, legal fees and general working capital
• Company received price protection from the Canadian Securities Exchange

Negative

• Potential issuance of 3,500,000 Units could dilute existing shareholders
• Maximum raise of $105,000 is modest relative to larger capital needs
• Insider participation creates a related-party transaction disclosure and optics risk

Cardston, Alberta--(Newsfile Corp. - May 6, 2026) - Affinity Metals Corp. (CSE: AFF) (the "Company" or "Affinity Metals") announces that it is repricing its previously announced non-brokered private placement (refer to April 10, 2026 news release), and it now proposes to undertake an up to $105,000 offering (the "Offering") of up to 3,500,000 units (the "Units") to be sold at a price of $0.03 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 share 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 24 months after the closing date of the Offering. The proceeds received from the sale of the Units will be used to pay audit fees, legal fees and for 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 will 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 will 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 will not 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.

The Company holds the 100% owned Regal high grade silver property located near Revelstoke, British Columbia and has also optioned the Discovery Lake property located near Sioux Lookout, Ontario.

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.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/296320

FAQ

What is Affinity Metals (ARIZF) offering in the repriced private placement?

The company is offering up to 3,500,000 Units at $0.03 each. According to the company, each Unit contains one common share plus one warrant exercisable at $0.05 for 24 months.

How much capital will Affinity Metals (ARIZF) raise from the offering?

The offering is sized at up to $105,000 if fully subscribed. According to the company, proceeds will pay audit and legal fees and support general working capital.

What are the warrant terms in Affinity Metals (ARIZF) private placement?

Each Unit includes a warrant exercisable at $0.05 per share for 24 months. According to the company, warrants allow purchase of one common share per warrant until 24 months after closing.

Will insiders participate in the Affinity Metals (ARIZF) financing?

The company anticipates insider participation, which may be a related-party transaction. According to the company, insider subscriptions are exempt from formal valuation and minority approval under MI 61-101.

Are there placement restrictions or hold periods for ARIZF securities sold in the offering?

All securities issued will be subject to a hold period expiring four months and one day from issuance. According to the company, sales rely on prospectus exemptions and may include finder fees to eligible parties.