Metals Creek Resources Corp. Announces Non-Brokered Private Placement

Rhea-AI Summary

Metals Creek Resources (MCREF) announced a non-brokered private placement expected to close on or before November 20, 2025. The company plans to raise up to $500,000 via 12,500,000 flow-through units at $0.04 each and up to $500,000 via 14,285,714 non-flow-through units at $0.035 each, for total potential proceeds of $1,000,000.

FT Units include one FT share plus one-half warrant (each whole warrant exercisable at $0.06 for 24 months). NFT Units include one share plus one warrant exercisable at $0.06 for 60 months. Securities will have a four-month hold period, finders' fees may be payable, and the placement is subject to TSX Venture Exchange approval. FT proceeds will fund exploration on Newfoundland and Ontario projects including the Ogden Gold Project.

Positive

• Potential proceeds up to $1,000,000
• Flow-through funds dedicated to exploration on Ogden Gold Project
• NFT warrants exercisable at $0.06 for 60 months

Negative

• Issuer dilution from up to 26,785,714 new shares plus warrants
• FT warrants only provide one whole warrant per two FT units (reduced leverage)
• Private placement subject to TSXV approval and four-month hold

Thunder Bay, Ontario--(Newsfile Corp. - October 21, 2025) - Metals Creek Resources Corp. (TSXV: MEK) (FSE: M1C1) (the "Company" or "Metals Creek") announces that it intends to complete a non-brokered private placement of both non-flow through and flow-through units (the "Private Placement"). The Private Placement is expected to close on or before November 20, 2025.

The Company intends to issue up to 12,500,000 flow-through units at a price of $0.04 per unit (the "FT Units") for aggregate proceeds of up to $500,000. Each FT Unit will consist of one flow-through common share (the "FT Shares") and one-half of a non-flow through common share purchase warrant (the "FT Warrants"). Each whole FT Warrant will entitle the holder to purchase one additional non-flow through common share of the Company at an exercise price of $0.06 per common share for a period of 24 months from the date of issue. The FT Shares will entitle the holder to receive the tax benefits applicable to flow-through shares, in accordance with provisions of the Income Tax Act (Canada).

The Company also intends to issue up to 14,285,714 non-flow through units at a price of $0.035 per unit (the "NFT Units") for aggregate proceeds of up to $500,000. Each NFT Unit will consist of one non-flow through common share and one non-flow through common share purchase warrant (the "NFT Warrants"). Each NFT Warrant will entitle the holder to purchase one additional non-flow through common share of the Company at an exercise price of $0.06 per common share for a period of 60 months from the date of issue.

In connection with the private placement, the Company may pay finders' fees in cash or securities or a combination of both, 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 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 its Ogden Gold Project and will ensure that such Canadian Exploration Expenses qualify as a "flow-through mining expenditure" for purposes of the Income Tax Act (Canada), related to the exploration of the Company's exploration projects.

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, including the past producing Naybob Gold mine, located 6 km 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
telephone: (709)-256-6060
MetalsCreek.com
Twitter.com/MetalsCreekRes
Facebook.com/MetalsCreek

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/271293

FAQ

What is Metals Creek (MCREF) offering in the November 2025 private placement?

Up to 12,500,000 FT units at $0.04 and up to 14,285,714 NFT units at $0.035, targeting total proceeds of $1,000,000.

When will the MCREF private placement close and is it conditional?

The placement is expected to close on or before November 20, 2025 and is subject to TSX Venture Exchange approval.

What are the warrant terms in the MCREF financing?

FT units include one-half warrant (one whole warrant per two FT units) exercisable at $0.06 for 24 months; NFT warrants exercisable at $0.06 for 60 months.

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

FT proceeds will be used for exploration on Newfoundland and Ontario properties, including the Ogden Gold Project, and will qualify as flow-through mining expenditures.

Will MCREF shareholders face a hold period or possible finder fees from the placement?

All securities will be subject to a four-month hold period, and the company may pay finders' fees in cash, securities, or both as permitted by TSXV policies.