Metals Creek Resources Corp. File for Final Approval of Private Placement

Rhea-AI Summary

Metals Creek Resources (MCREF) filed for final approval of a non-brokered private placement totaling $704,150, issuing 21,080,000 NFT Units and 2,050,000 FT Units. Each NFT Unit includes one share and one warrant at $0.05; each FT Unit includes one flow-through share and half-warrant at $0.06.

The company paid $23,915.50 in finders' fees and issued 775,600 broker warrants. An insider subscribed for $45,000 (1,500,000 NFT Units) under MI 61-101 exemptions. Proceeds will fund exploration on Newfoundland and Ontario projects, including the Ogden Gold Project.

Positive

• Private placement to raise $704,150 in gross proceeds
• Issuance of 23,130,000 units to support exploration funding
• Flow-through shares provide Canadian tax benefits to eligible investors
• Proceeds allocated to Newfoundland and Ontario exploration, including Ogden Gold Project

Negative

• Equity financing and warrants imply shareholder dilution
• Additional 775,600 broker warrants create further potential dilution
• Private placement remains subject to TSX Venture Exchange approval
• All securities carry a four-month hold period, limiting short-term liquidity

News Market Reaction – MCREF

+8.17%

+8.17% Session close to close

In the May 20 session, MCREF gained 8.17%, reflecting a notable positive market reaction.

Data tracked by StockTitan Argus on the day of publication.

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Thunder Bay, Ontario--(Newsfile Corp. - May 19, 2026) - Metals Creek Resources Corp. (TSXV: MEK) (FSE: M1C1) (the "Company" or "Metals Creek") announces that, further to its April 2, 2026, April 15, 2026 and April 22, 2026 news releases it has filed for final approval to close its non-brokered private placement financing for aggregate gross proceeds of $704,150 on the issuance of 21,080,000 non-flow-through units ("NFT Units") and 2,050,000 flow-through units ("FT Units").

Each NFT Unit consists of one non-flow through common share and one non-flow through common share purchase warrant (the "NFT Warrants"), each NFT Warrant entiling the holder to purchase one additional non-flow through common share of the Company at an exercise price of $0.05 per common share for a period of 36 months from the date of issue. Each FT Unit consists 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 entitling 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 36 months from the date of issue. The FT Shares entitle the holder to receive the tax benefits applicable to flow-through shares, in accordance with provisions of the Income Tax Act (Canada).

In connection with the private placement, the Company has paid $23,915.50 in cash finders' fees and has issued 775,600 non-transferable broker warrants exercisable at $0.05 per common share for a period of 36 months from the date of issue. 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 Financing was effected with one insider of the Company subscribing for $45,000 - 1,500,000 NFT Units - that portion of the Financing a "related party transaction" as such term is defined under Multilateral Instrument 61- 101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company is relying on exemptions from the formal valuation and minority approval requirements set out in MI 61-101. The Company is exempt from the formal valuation requirement of MI 61-101 under sections 5.5(a) and (b) of MI 61-101 in respect of the transaction as the fair market value of the transaction, insofar as it involves the interested party, is not more than 25% of the Company's market capitalization. Additionally, the Company is exempt from minority shareholder approval under sections 5.7(1)(a) and (b) of MI 61-101 as, in addition to the foregoing, (i) neither the fair market value of the FT Units nor the consideration received in respect thereof from interested party exceeds $2,500,000, (ii) the Company has one or more independent directors who are not employees of the Company, and (iii) all of the independent directors have approved the transaction. Material change reports were not filed 21 days prior to the closing of the financing because insider participation had not been established at the time the financing was announced.

The proceeds raised from the NFT Units and 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/298095

FAQ

What private placement did Metals Creek Resources (MCREF) announce on May 19, 2026?

Metals Creek announced a non-brokered private placement for gross proceeds of $704,150. According to Metals Creek, this involves issuing 21,080,000 non-flow-through units and 2,050,000 flow-through units, each with accompanying warrants exercisable over 36 months.

How are the NFT and FT Units structured in the Metals Creek (MCREF) financing?

NFT Units include one common share and one warrant exercisable at $0.05 for 36 months. FT Units include one flow-through share and half a warrant at $0.06. According to Metals Creek, FT Shares provide Canadian flow-through tax benefits.

How much did insiders invest in the May 2026 MCREF private placement?

One insider subscribed for $45,000, receiving 1,500,000 NFT Units. According to Metals Creek, this insider participation is treated as a related party transaction under MI 61-101, with the company relying on formal valuation and minority approval exemptions.

What will Metals Creek (MCREF) use the private placement proceeds for?

Funds will be used for exploration on Newfoundland and Ontario properties, including the Ogden Gold Project. According to Metals Creek, expenditures from FT Units are intended to qualify as Canadian Exploration Expenses and flow-through mining expenditures under the Income Tax Act (Canada).

What are the warrant terms in the May 2026 Metals Creek (MCREF) financing?

NFT Warrants allow purchase of one common share at $0.05 for 36 months, while whole FT Warrants are exercisable at $0.06 for 36 months. According to Metals Creek, 775,600 broker warrants are also exercisable at $0.05 for 36 months.

Are there any trading restrictions or approvals tied to the MCREF private placement?

All securities from the private placement are subject to a four-month hold period. According to Metals Creek, the financing also requires final approval from the TSX Venture Exchange before closing can be completed.