District Updates on Change of Control, Equity Grant and Proceeds from Warrant Exercises
District Metals (OTCQB:DMXCF) has announced several corporate updates. The company has amended change of control provisions for its executives, with key changes including two times annual compensation plus bonuses if terminated within 12 months of a change of control, and one times compensation plus bonus for termination without cause.
The company granted 3.3 million incentive stock options to directors, officers, and consultants, 925,000 restricted share units to officers, and 675,000 deferred share units to directors. Additionally, District received $1.43 million in proceeds from the exercise of 7,132,500 warrants in June 2025.
District Metals (OTCQB:DMXCF) ha annunciato diversi aggiornamenti aziendali. La società ha modificato le clausole di cambio di controllo per i suoi dirigenti, con cambiamenti chiave che includono due volte la retribuzione annua più bonus in caso di licenziamento entro 12 mesi da un cambio di controllo, e una volta la retribuzione più bonus per licenziamento senza giusta causa.
La società ha assegnato 3,3 milioni di opzioni azionarie incentivanti a direttori, dirigenti e consulenti, 925.000 unità azionarie vincolate ai dirigenti e 675.000 unità azionarie differite ai direttori. Inoltre, District ha ricevuto 1,43 milioni di dollari di proventi dall'esercizio di 7.132.500 warrant nel giugno 2025.
District Metals (OTCQB:DMXCF) ha anunciado varias actualizaciones corporativas. La empresa ha modificado las cláusulas de cambio de control para sus ejecutivos, con cambios clave que incluyen dos veces la compensación anual más bonificaciones si se termina el contrato dentro de los 12 meses posteriores a un cambio de control, y una vez la compensación más bonificación por despido sin causa.
La compañía otorgó 3,3 millones de opciones sobre acciones incentivadas a directores, ejecutivos y consultores, 925.000 unidades restringidas a ejecutivos y 675.000 unidades de acciones diferidas a directores. Además, District recibió 1,43 millones de dólares en ingresos por el ejercicio de 7.132.500 warrants en junio de 2025.
District Metals (OTCQB:DMXCF)는 여러 기업 소식을 발표했습니다. 회사는 임원들의 경영권 변경 조항을 수정했으며, 주요 변경 사항으로는 경영권 변경 후 12개월 이내 해고 시 연봉의 두 배 및 보너스, 정당한 사유 없는 해고 시 연봉과 보너스 1배가 포함됩니다.
회사는 이사, 임원 및 컨설턴트에게 330만 개의 인센티브 스톡 옵션을, 임원에게 92만 5천 개의 제한 주식 단위를, 이사에게 67만 5천 개의 이연 주식 단위를 부여했습니다. 또한, District는 2025년 6월에 7,132,500개의 워런트 행사로 143만 달러의 수익을 얻었습니다.
District Metals (OTCQB:DMXCF) a annoncé plusieurs mises à jour corporatives. La société a modifié les clauses de changement de contrôle pour ses cadres, avec des changements clés incluant deux fois la rémunération annuelle plus les primes en cas de licenciement dans les 12 mois suivant un changement de contrôle, et une fois la rémunération plus la prime en cas de licenciement sans motif.
La société a accordé 3,3 millions d'options d'achat d'actions incitatives aux administrateurs, dirigeants et consultants, 925 000 unités d'actions restreintes aux dirigeants, et 675 000 unités d'actions différées aux administrateurs. De plus, District a reçu 1,43 million de dollars de produits provenant de l'exercice de 7 132 500 bons de souscription en juin 2025.
District Metals (OTCQB:DMXCF) hat mehrere Unternehmensupdates bekannt gegeben. Das Unternehmen hat die Kontrollwechselklauseln für seine Führungskräfte geändert, wobei wesentliche Änderungen das Zweifache des Jahresgehalts plus Boni bei Kündigung innerhalb von 12 Monaten nach einem Kontrollwechsel und das Einfache des Gehalts plus Bonus bei Kündigung ohne Grund umfassen.
Das Unternehmen gewährte 3,3 Millionen Anreizaktienoptionen an Direktoren, Führungskräfte und Berater, 925.000 beschränkte Aktienanteile an Führungskräfte und 675.000 aufgeschobene Aktienanteile an Direktoren. Zusätzlich erhielt District 1,43 Millionen US-Dollar Erlöse aus der Ausübung von 7.132.500 Warrants im Juni 2025.
- Generated $1.43 million from warrant exercises in June 2025
- Implementation of comprehensive executive retention plan with clear change of control provisions
- Alignment of management interests with shareholders through new equity incentives
- Potential increase in future compensation obligations due to enhanced change of control provisions
- Dilution from equity grants totaling 4.9 million shares
Vancouver, British Columbia--(Newsfile Corp. - June 27, 2025) - District Metals Corp. (TSXV: DMX) (Nasdaq First North: DMXSE SDB) (OTCQB: DMXCF) (FSE: DFPP); ("District" or the "Company") announces the amendment to certain change of control provisions for the CEO and CFO of the Company, equity incentive grants and proceeds received on the exercise of warrants.
Effective June 27, 2025, the Company approved certain amendments to change of control or termination benefits within Garrett Ainsworth's executive employment agreement and Marlis Yassin's executive consulting agreement (each, the "Executive Agreement"). Pursuant to the amendments, if there is a change of control of the Company and the Executive Agreement is terminated by the Company within 12 months of the change of control, the Company will pay the executive two times annual compensation plus two times the average annual bonus paid, if any, during the last two full years of employment immediately upon such termination, and all incentive securities granted to the executive shall immediately vest and be exercisable in accordance with the District Omnibus Incentive Plan. If the executive is otherwise terminated without cause, the Company will pay the executive one times annual compensation plus one times the average annual bonus paid, if any, during the last full year of employment immediately upon such termination, and all incentive securities granted to the executive shall immediately vest and be exercisable in accordance with the District Omnibus Incentive Plan.
The Company also announces that it has granted a total of 3,300,000 incentive stock options to directors, officers and consultants of the Company, 925,000 restricted share units to officers of the Company and 675,000 deferred share units to directors of the Company. Each stock option vests on the grant date and is exercisable to purchase one common share of the Company for five years at a price of
Exercise of Warrants
To date in June 2025, the Company has issued 7,132,500 common shares pursuant to the exercise of warrants, resulting in gross proceeds of
Technical Information
All scientific and technical information in this news release has been prepared by, or approved by Garrett Ainsworth, P.Geo., President and CEO of the Company. Mr. Ainsworth is a qualified person for the purposes of National Instrument 43-101 - Standards of Disclosure for Mineral Projects.
About District Metals Corp.
District Metals Corp. is led by industry professionals with a track record of success in the mining industry. The Company's mandate is to seek out, explore, and develop prospective mineral properties through a disciplined science-based approach to create shareholder value and benefit other stakeholders.
District is a polymetallic exploration and development company focused on the Viken and Tomtebo Properties in Sweden. The Viken Property covers
For further information on the Viken Property, please see the technical report titled "Updated Mineral Resource Estimate and Technical Report on the Viken Energy Metals Project, Jämtland County, Sweden" dated effective April 25, 2025, which is available under the Company's profile on SEDAR+ at www.sedarplus.ca.
The advanced exploration stage Tomtebo Property is located in the Bergslagen Mining District of south-central Sweden and is situated between the historical Falun Mine and Boliden's Garpenberg Mine that are located 25 km to the northwest and southeast, respectively. Two historic polymetallic mines and numerous polymetallic showings are located on the Tomtebo Property along an approximate 17 km trend that exhibits similar geology, structure, alteration and VMS/SedEx style mineralization as other significant mines within the district.
For further information on the Tomtebo Property, please see the technical report titled "NI 43-101 Update Technical Report on the Tomtebo Project, Bergslagen Region of Sweden" dated effective October 15, 2020 and amended and restated on February 26, 2021, which is available under the Company's profile on SEDAR+ at www.sedarplus.ca.
On Behalf of the Board of Directors
"Garrett Ainsworth"
President and Chief Executive Officer
(604) 288-4430
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Cautionary Statement Regarding "Forward-Looking Information"
This news release contains certain statements that may be considered "forward-looking information" with respect to the Company within the meaning of applicable securities laws. In some cases, but not necessarily in all cases, forward-looking information can be identified by the use of forward-looking terminology such as "plans", "targets", "expects" or "does not expect", "is expected", "an opportunity exists", "is positioned", "estimates", "intends", "assumes", "anticipates" or "does not anticipate" or "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "would", "might", "will" or "will be taken", "occur" or "be achieved" and any similar expressions. In addition, any statements that refer to expectations, predictions, indications, projections or other characterizations of future events or circumstances contain forward-looking information. Statements containing forward-looking information are not historical facts but instead represent management's expectations, estimates and projections regarding future events. Forward-looking information in this news release relating to the Company include, among other things, statements relating to the Viken Deposit; results of the Viken Deposit MRE and size thereof; realization of MRE; the results of exploration and drilling and interpretations thereof, and future exploration; the Company's Swedish polymetallic properties; and the Company's interpretations and expectations about the results on the Swedish properties.
These statements and other forward-looking information are based on opinions, assumptions and estimates made by the Company in light of its experience and perception of historical trends, current conditions and expected future developments, as well as other factors that the Company believes are appropriate and reasonable in the circumstances, as of the date of this news release, including, without limitation the reliability of exploration and drill results; reliability of data and the accuracy of publicly reported information regarding current, past and historic mines in the Bergslagen district and in respect of the Swedish properties; that the Swedish government will eventually lift or amend its moratorium on uranium exploration and mining in Sweden; the Company's ability to satisfy the terms of the Company's agreement with Boliden; the Company's ability to raise sufficient capital to fund planned exploration activities, maintain corporate capacity; stability in financial and capital markets; the Company's ability to complete its planned exploration programs; the absence of adverse conditions at mineral properties; no unforeseen operational delays; no material delays in obtaining necessary permits; the price of metals remaining at levels that render mineral properties economic; and the ability to realize on the mineral resource estimates.
Forward-looking information is necessarily based on a number of opinions, assumptions and estimates that, while considered reasonable by the Company as of the date such statements are made, are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking information, including but not limited to risks associated with the following: the reliability of historic data on District's properties; the Company's ability to raise sufficient capital to finance planned exploration; that the Swedish government maintains its moratorium on uranium exploration and mining in Sweden for the foreseeable future; the Company's limited operating history; the Company's negative operating cash flow and dependence on third-party financing; the uncertainty of additional funding; the uncertainties associated with early stage exploration activities including general economic, market and business conditions, the regulatory process, failure to obtain necessary permits and approvals, technical issues, potential delays, unexpected events and management's capacity to execute and implement its future plans; the Company's ability to identify Mineral Resources and Mineral Reserves; the substantial expenditures required to establish Mineral Reserves through drilling and the estimation of Mineral Reserves or Mineral Resources; the uncertainty of estimates used to calculated mineralization figures; changes in governmental regulations; compliance with applicable laws and regulations; competition for future resource acquisitions and skilled industry personnel; reliance on key personnel; title matters; conflicts of interest; environmental laws and regulations and associated risks, including climate change legislation; land reclamation requirements; changes in government policies; volatility of the Company's share price; the unlikelihood that shareholders will receive dividends from the Company; potential future acquisitions and joint ventures; infrastructure risks; fluctuations in demand for, and prices of metals; fluctuations in foreign currency exchange rates; legal proceedings and the enforceability of judgments; going concern risk; risks related to the Company's information technology systems and cyber-security risks; and risk related to the outbreak of epidemics or pandemics or other health crises. For additional information regarding these risks, please see the Company's Annual Information Form dated July 11, 2022 for the fiscal year ended June 30, 2021, under the heading "Risk Factors", which is available at www.sedarplus.ca. These factors and assumptions are not intended to represent a complete list of the factors and assumptions that could affect the Company. These factors and assumptions, however, should be considered carefully. Although the Company has attempted to identify factors that would cause actual actions, events or results to differ materially from those disclosed in the forward-looking information or information, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. Also, many of such factors are beyond the control of the Company. Accordingly, readers should not place undue reliance on forward-looking information. The forward-looking information is made as of the date of this news release, and the Company assumes no obligation to publicly update or revise such forward-looking information, except as required by applicable securities laws.
1 S&P Global Market Intelligence - Market Intelligence Research
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