Metals Creek Resources Corp. Files with the TSXV, Closes First Tranche of Private Placement

Rhea-AI Summary

Metals Creek Resources (TSXV: MCREF) received conditional TSX Venture approval for a non-brokered private placement of flow-through and non-flow-through units to raise up to $1,000,000.

The financing contemplates up to 12,500,000 FT Units at $0.04 and 14,285,714 NFT Units at $0.035. Each FT Unit includes one FT share plus 0.5 warrant (exercise $0.06, 24 months). Each NFT Unit includes one share plus one warrant (exercise $0.06, 60 months). The Company closed a first tranche issuing 7,500,000 NFT Units and 8,625,000 FT Units for aggregate gross proceeds of $607,500.

Proceeds from FT Units will fund exploration on Newfoundland and Ontario properties, including the Ogden Gold Project. Securities are subject to a four-month hold and the financing is subject to final TSXV approval.

Positive

• First tranche raised $607,500
• Flow-through proceeds earmarked for Ogden Gold Project exploration
• FT units provide tax benefits under the Income Tax Act
• Warrants priced at $0.06 can provide upside financing on exercise

Negative

• Potential issuance of up to 26,785,714 units could dilute shareholders
• Private placement subject to final TSXV approval
• Company may pay finders' fees in cash or securities, reducing net proceeds

Thunder Bay, Ontario--(Newsfile Corp. - November 18, 2025) - Metals Creek Resources Corp. (TSXV: MEK) (FSE: M1C1) (the "Company" or "Metals Creek") announces that, further to its October 21, 2025 news release it has received conditional approval from the TSX Venture Exchange (the "Exchange") for its non-brokered private placement of both non-flow through and flow-through units (the "Financing").

The Company intends to issue up to 12,500,000 flow-through units at a price of $0.04 per unit (the "FT Units") and 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 $1,000,000. 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 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). 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 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 60 months from the date of issue.

Further, the Company has closed a first tranche of the Financing, issuing 7,500,000 NFT Units and 8,625,000 FT Units, for aggregate gross proceeds of $607,500.

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 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 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/275113

FAQ

How much did Metals Creek (MCREF) raise in the first tranche of the private placement on November 19, 2025?

The company closed a first tranche for aggregate gross proceeds of $607,500.

What are the unit prices and maximum size of the MCREF private placement?

Up to 12,500,000 FT Units at $0.04 and 14,285,714 NFT Units at $0.035 for up to $1,000,000 aggregate proceeds.

What are the warrant terms in Metals Creek's (MCREF) financing?

FT Warrants: one-half per FT Unit, exercisable at $0.06 for 24 months; NFT Warrants: one per NFT Unit, exercisable at $0.06 for 60 months.

How will MCREF use proceeds from the flow-through units?

Proceeds from FT Units will fund exploration on Newfoundland and Ontario properties, including the Ogden Gold Project, and qualify as flow-through mining expenditures.

Are the securities from Metals Creek's private placement restricted?

Yes. All securities issued under the private placement are subject to a four-month hold period.