Metals Creek Files for Final Approval, Closes Second Tranche of Private Placement Financing

Rhea-AI Summary

Metals Creek (MCREF) filed for final TSX Venture Exchange approval of a previously announced private placement and closed a second and final tranche on December 10, 2025.

The two tranches total 10,025,000 flow-through units and 7,500,000 non-flow-through units for aggregate gross proceeds of $663,500. The company paid $43,050 in cash finder's fees and issued 1,137,500 non-transferable broker warrants. FT Units consist of one flow-through share plus 1/2 warrant (full warrant exercisable at $0.06 for 2 years); NFT Units consist of one share plus one warrant exercisable at $0.06 for 5 years.

All securities are subject to a four-month hold and the financing remains subject to final Exchange approval. Proceeds from FT Units will fund exploration on Metals Creek's Newfoundland and Ontario properties, including prospecting at the Ogden project, with expenditures to qualify as flow-through mining expenses under Canadian tax rules.

Positive

• Aggregate gross proceeds of $663,500
• Proceeds earmarked for exploration on Newfoundland and Ontario properties
• Flow-through structure ensures qualifying Canadian exploration expenses

Negative

• Paid $43,050 in cash finder's fees
• Issued 1,137,500 non-transferable broker warrants (potential dilution)
• Financing is still subject to final TSXV approval

Key Figures

FT Units (2nd tranche): 1,400,000 units FT Unit price: $0.04 per unit Total FT Units: 10,025,000 units +5 more

8 metrics

FT Units (2nd tranche) 1,400,000 units Flow-through units at $0.04 in second and final tranche

FT Unit price $0.04 per unit Pricing for flow-through units in the financing

Total FT Units 10,025,000 units Total flow-through units issued across both tranches

NFT Units 7,500,000 units at $0.035 Non-flow-through units issued in the financing

Warrant exercise price $0.06 Exercise price for all unit warrants

Warrant term (FT) 2 years Warrants attached to FT Units exercisable for 2 years

Gross proceeds $663,500 Total aggregate gross proceeds from both tranches

Finder’s fees $43,050 Total cash finder’s fees paid for the private placement

Market Reality Check

Price: $0.0288 Vol: Volume 17,571 is about 50...

low vol

$0.0288 Last Close

Volume Volume 17,571 is about 50% of the 20-day average 35,487, indicating subdued trading. low

Technical Price 0.0221 is trading above the 200-day MA at 0.02, indicating strength vs long-term trend.

Peers on Argus

MCREF gained 10.86% while closest peer SPODF fell 4.86% and other peers were fla...

MCREF gained 10.86% while closest peer SPODF fell 4.86% and other peers were flat, suggesting stock-specific dynamics rather than a sector-wide move.

Historical Context

5 past events · Latest: Nov 18 (Neutral)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Nov 18	Private placement tranche	Neutral	-6.4%	First tranche closing and conditional TSXV approval for private placement.
Nov 04	Exploration results	Positive	-16.4%	High-grade gold and antimony sampling results at Careless Cove property.
Oct 28	Exploration update	Positive	+1.5%	Phase II work expanded high-grade mineralization at Naybob West on Ogden.
Oct 21	Private placement launch	Neutral	-1.6%	Announcement of non-brokered private placement up to $1,000,000.
Sep 23	JV exploration results	Positive	-12.0%	Option partner reported new gold showing and extended anomalies at Yellow Fox.

Pattern Detected

Recent exploration and private placement news often saw sharp price moves, with some positive drilling/sampling updates met by negative reactions.

Recent Company History

Over the last six months, Metals Creek has balanced exploration updates with repeated private placement financings. News on Sep 23, Oct 28, and Nov 4 highlighted new gold and multi-element showings and expanded high-grade mineralization in Newfoundland and Ontario, yet short-term reactions were often negative. Private placement announcements and tranches on Jun 24, Jul 14, Aug 11, Oct 21, and Nov 18 funded this work and sometimes triggered very large single-day moves, underscoring the stock’s sensitivity to financing terms.

Market Pulse Summary

This announcement finalizes Metals Creek’s previously announced private placement, resulting in $663...

Analysis

This announcement finalizes Metals Creek’s previously announced private placement, resulting in $663,500 of gross proceeds from flow-through and non-flow-through units plus associated warrants. The funds are earmarked for exploration on Newfoundland and Ontario properties, including target generation at the Ogden project. In context of several prior placements and exploration updates, investors may track how efficiently this new capital is deployed and whether subsequent drilling or sampling results justify continued financing activity.

Key Terms

flow-through units, non-flow-through units, common share purchase warrant, broker warrants, +1 more

5 terms

flow-through units financial

"issuing 1,400,000 $0.04 flow-through units, ("FT Units"), each FT Unit consisting"

Flow-through units are a type of security issued by natural-resource companies that bundles an equity stake with the right to claim certain tax deductions tied to the issuer’s exploration or development spending. For investors, they act like buying a share plus a coupon that lowers your taxable income, which can make the investment cheaper after tax but also ties returns to risky, early-stage projects and to changes in tax rules or commodity fortunes. Investors care because flow-through units change the after-tax value, dilution and risk profile of owning the company.

non-flow-through units financial

"and 7,500,000 $0.035 NFT non-flow-through units (NFT Units"), each NFT Unit"

Non-flow-through units are investment units or shares that do not carry special tax attributes allowing a company’s expenses to be passed on to the buyer for tax deductions. For investors this matters because non-flow-through units offer no extra tax write-offs, so their after-tax return and attractiveness can be lower compared with flow-through securities — like buying an item without the coupon that would have lowered your final cost.

common share purchase warrant financial

"each FT Unit consisting of 1 flow-through common share and one half (1/2) of a common share purchase warrant"

A common share purchase warrant is a tradable contract that gives its holder the right, but not the obligation, to buy a company’s common stock at a specified price within a set period. Think of it like a coupon for future shares: if the stock rises above the coupon price it can boost returns for the holder, but when used it increases the number of outstanding shares and can reduce each existing shareholder’s ownership and affect the company’s cash position.

broker warrants financial

"issued 1,137,500 non-transferable broker warrants, as permitted by the policies"

Broker warrants are short-term coupons given to underwriters or brokers during a share sale that let them buy company stock at a fixed price before a set date. They matter to investors because exercising those coupons can increase the number of shares outstanding, diluting existing holdings, and they create potential future selling pressure or upside depending on whether the exercise price is attractive—like a temporary option to buy at a discount.

hold period regulatory

"All securities issued pursuant to the private placement will be subject to a four-month hold period."

A hold period is a specific span of time during which an investor is required or expected to keep a security or asset and cannot freely sell it or realize its value. It matters because it limits liquidity and can affect tax treatment, risk exposure and timing of gains or losses—like a cooling-off or fixed-term commitment that prevents you from quickly cashing out even if market conditions change.

AI-generated analysis. Not financial advice.

Thunder Bay, Ontario--(Newsfile Corp. - December 10, 2025) - Metals Creek Resources Corp. (TSXV: MEK) (FSE: M1C1) (the "Company" or Metals Creek), is pleased to announce that, further to its October 21, 2025 and November 18, 2025 news releases, it has filed documents with the TSX Venture Exchange (the "Exchange") seeking final approval of its previously announced private placement financing (the "Financing").

Further, the Company has closed a second and final tranche of the Financing, issuing 1,400,000 $0.04 flow-through units, ("FT Units"), each FT Unit consisting of 1 flow-through common share and one half (1/2) of a common share purchase warrant, each full warrant being exercisable at $0.06 for 2 years from the date of issue, for a total in the 2 tranches of 10,025,000 FT Units and 7,500,000 $0.035 NFT non-flow-through units (NFT Units"), each NFT Unit consisting of one common share and one common share purchase warrant, each warrant being exercisable at $0.06 for 5 years from the date of issue, for total aggregate gross proceeds of $663,500.

In connection with the private placement, the company has paid cash finder's fees totaling $43,050 and issued 1,137,500 non-transferable broker warrants, as permitted by the policies of the TSX Venture Exchange.

All securities issued pursuant to the private placement will be subject to a four-month hold period. The private placement is subject to final approval by the TSX Venture Exchange.

The proceeds raised from the FT units will be used for exploration on the company's Newfoundland and Ontario properties, including target generation through prospecting on the company's Ogden project, and the company will ensure that such Canadian exploration expenses qualify as a flow-through mining expenditure for purposes of the Income Tax Act (Canada).

About Metals Creek Resources Corp.

Metals Creek Resources Corp. is a junior exploration company incorporated under the laws of the Province of British Columbia, is a reporting issuer in Alberta, British Columbia and Ontario, and has its common shares listed for trading on the Exchange under the symbol "MEK". Metals Creek has earned a 50% interest in the Ogden Gold Property from Newmont Corporation, including the former Naybob Gold mine, located south of Timmins, Ontario and has an 8 km strike length of the prolific Porcupine-Destor Fault (P-DF).

Metals Creek also has multiple quality projects available for option which can be viewed on the Company's website. Parties interested in seeking more information about properties available for option can contact the Company at the number below.

Additional information concerning the Company is contained in documents filed by the Company with securities regulators, available under its profile at www.sedarplus.ca.

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.

Alexander (Sandy) Stares, President and CEO
Metals Creek Resources Corp
709-424-1141
MetalsCreek.com
Twitter.com/MetalsCreekRes
Facebook.com/MetalsCreek

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/277548

FAQ

How much did Metals Creek (MCREF) raise in the private placement announced December 10, 2025?

The two tranches raised aggregate gross proceeds of $663,500.

What securities did Metals Creek issue in the December 10, 2025 financing for MCREF?

Issued 10,025,000 flow-through units and 7,500,000 non-flow-through units, plus 1,137,500 broker warrants.

What are the warrant terms for the flow-through and non-flow-through units for MCREF?

FT Unit warrants: full warrant exercisable at $0.06 for 2 years; NFT Unit warrants exercisable at $0.06 for 5 years.

How will Metals Creek (MCREF) use proceeds from the flow-through units?

Proceeds will fund exploration on the company's Newfoundland and Ontario properties, including prospecting at the Ogden project.

Are the securities from Metals Creek's private placement tradable immediately?

No; all securities issued are subject to a four-month hold period and the financing awaits final TSXV approval.