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

Rhea-AI Summary

Metals Creek Resources (TSXV: MEK, OTC Pink: MCREF) has filed with the TSX Venture Exchange for final approval of a non-brokered private placement totaling $2,453,121.02, issued through 21,850,000 non-flow-through units (NFT Units) and 24,738,564 flow-through units (FT Units).

Each NFT Unit includes one common share and one warrant; each FT Unit includes one flow-through share and half a warrant, with whole warrants exercisable at $0.08 for 24 months. Metals Creek expects to pay $97,378.47 in cash finders' fees and issue 1,748,244 broker warrants, all subject to Exchange approval and a four-month hold period. An insider subscribed for $55,000 (1,000,000 FT Units), a related party transaction exempted from MI 61-101 valuation and minority approval requirements. Proceeds are earmarked for exploration on Ontario properties, including the Ogden Gold Project, and to fund qualifying flow-through mining expenditures.

Positive

• Private placement gross proceeds of $2,453,121.02
• 46,588,564 new NFT and FT units issued with attached warrants
• Insider participation of $55,000 for 1,000,000 FT Units
• Proceeds directed to Ontario exploration, including Ogden Gold Project

Negative

• Equity financing introduces potential dilution via 46.6M new shares plus warrants
• Cash finders' fees of $97,378.47 and 1,748,244 broker warrants increase transaction cost and overhang

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Thunder Bay, Ontario--(Newsfile Corp. - July 31, 2026) - Metals Creek Resources Corp. (TSXV: MEK) (OTC Pink: MCREF) (FSE: M1C1) (the "Company" or Metals Creek) the Company announces that, further to its July 2, 2026, July 14, 2026, and July 16, 2026 news releases it has filed documents with the TSX Venture Exchange (the "Exchange") seeking final approval to close its non-brokered private placement financing for aggregate gross proceeds of $2,453,121.02 on the issuance of 21,850,000 non-flow-through units ("NFT Units") and 24,738,564 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 $0.08 per common share for a period of 24 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 $0.08 per common share for a period of 24 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, and subject Exchange approval, to the Company will pay $97,378.47 in cash finders' fees and issue 1,748,244 non-transfereable broker warrants exercisable at $0.08 per common share for a period of 24 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 $55,000 - 1,000,000 FT 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 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/307489

FAQ

How much did Metals Creek Resources (MCREF) raise in its July 31, 2026 private placement?

Metals Creek Resources raised gross proceeds of $2,453,121.02 in its July 31, 2026 non-brokered private placement. According to Metals Creek, this funding came from 21,850,000 non-flow-through units and 24,738,564 flow-through units issued, subject to final TSX Venture Exchange approval.

What are the terms of the warrants in Metals Creek Resources (MCREF) July 2026 private placement?

Each NFT Unit includes one warrant and each FT Unit includes half a warrant, with whole warrants exercisable at $0.08 for 24 months. According to Metals Creek, both NFT and FT warrants allow purchase of additional non-flow-through common shares on identical price and term conditions.

How will Metals Creek Resources (MCREF) use the proceeds from its July 2026 private placement?

Metals Creek plans to use the proceeds for exploration on its Ontario properties, including the Ogden Gold Project. According to Metals Creek, expenditures from FT Units will qualify as Canadian Exploration Expenses and as “flow-through mining expenditure” under the Income Tax Act (Canada).

What is the structure of the NFT and FT units in Metals Creek Resources (MCREF) financing?

Each NFT Unit consists of one non-flow-through common share and one warrant, while each FT Unit has one flow-through share and half a warrant. According to Metals Creek, the FT Shares provide flow-through tax benefits under the Income Tax Act (Canada).

Were there insider subscriptions in Metals Creek Resources (MCREF) July 2026 private placement?

Yes, one insider subscribed for $55,000, or 1,000,000 FT Units, in the financing. According to Metals Creek, this related party transaction falls under MI 61-101 but is exempt from formal valuation and minority approval requirements based on transaction size and board independence.

How does MI 61-101 apply to Metals Creek Resources (MCREF) July 2026 financing?

The insider’s $55,000 subscription makes part of the financing a related party transaction under MI 61-101. According to Metals Creek, exemptions from formal valuation and minority approval apply because the transaction is below 25% of market capitalization and $2,500,000 thresholds and was approved by independent directors.

What lock-up or hold period applies to securities from Metals Creek Resources (MCREF) private placement?

All securities issued under the private placement are subject to a four-month hold period. According to Metals Creek, this hold period applies to the NFT Units, FT Units, and associated warrants, consistent with TSX Venture Exchange policies and applicable securities laws, pending final Exchange approval.