Neotech Metals Announces Close of Private Placement and Announces Marketing Contract

Rhea-AI Summary

Neotech Metals Corp. (NTMFF) has completed a private placement financing, raising CAD$829,229 through the issuance of 5,528,194 units at $0.15 per unit. Each unit consists of one common share and one warrant exercisable at $0.25 for two years. The company included an accelerated expiry clause if shares trade above $0.40 for 10 consecutive days. An insider participated by subscribing for 100,000 units ($15,000). The company also engaged marketing contractor 1001103323 Ontario Inc. for an 8-month term at CAD$70,000 to provide social media marketing services. The contractor purchased 167,000 units in the financing. Proceeds will be used for exploration projects and working capital purposes.

Positive

• Successfully raised CAD$829,229 in new capital through private placement
• Insider participation demonstrates management confidence with $15,000 investment
• Warrants provide potential for additional future capital at $0.25 per share

Negative

• Significant dilution with issuance of over 5.5 million new units
• Low offering price of $0.15 per unit suggests weak market conditions
• Marketing contract expense of CAD$70,000 represents significant portion (8.4%) of raised capital

Vancouver, British Columbia--(Newsfile Corp. - June 18, 2025) - Neotech Metals Corp. (CSE: NTMC) (OTCQB: NTMFF) (FSE: V690) ("Neotech" or "the Company") is pleased to announce that it has closed its financing previously announced on May 12, 2025 (the "Financing"), through the issuance of 5,528,194 units (the "Units") of the Company at a price of $0.15 per Unit, for gross proceeds of $829,229.

Each Unit is comprised of one common share of the Company (each, a "Share") and one common share purchase warrant of the Company (each, a "Warrant", and together with the Shares, the "Offered Securities"). Each Warrant is transferable and entitles the holder thereof to acquire one (1) Share at any time for a period of two (2) years from the date of issuance at a price of $0.25 per Share. If during the period beginning four months and one day after the Closing Date, the Company's shares trade on the CSE at or above a daily volume weighted average trading price of $0.40 per Common Share for ten (10) consecutive trading days, the Company will be entitled to give notice that the Warrants will expire thirty (30) days from the date of providing such notice. The Offered Securities are subject to a four month and one day hold period expiring on October 19, 2025.

In connection with the Financing, the Company issued 1,650 non-transferable finder's warrants (the "Finder's Warrants") to certain eligible finders. Each Finder's Warrant entitles the holder thereof to acquire one (1) Share at any time for a period of two (2) years from the date of issuance at a price of $0.25 per Share. No cash finder's fees were paid.

In connection with the Financing, an insider of the Company subscribed for 100,000 Units at the Issue Price for aggregate gross proceeds of $15,000.

Each subscription under the Financing by an insider is considered to be a "related party transaction" for purposes of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company did not file a material change report more than 21 days before the expected closing date of the Financing as the details of the Financing and the participation therein by the insiders were not settled until shortly prior to the closing of the Offering, and the Company wished to close the Financing on an expedited basis for sound business reasons. The Company relied on exemptions from the formal valuation and minority shareholder approval requirements available under MI 61-101. The Company is exempt from the formal valuation requirement in section 5.4 of MI 61-101 in reliance on section 5.5(b) of MI 61-101 as the Company is not listed or quoted on a "specified market" (as defined in MI 61-101). Additionally, the Company is exempt from the minority shareholder approval requirement in section 5.6 of MI 61-101 in reliance on section 5.7(1)(a) of MI 61-101 as the fair market value of the transaction, insofar as it involves the insiders, was not more than, and from the minority shareholder approval requirements of MI 61-101 by virtue of section 5.7(a) of MI 61-101, given the fair market value of the Insider Subscription did not exceed 25% of the Company’s market capitalization.

The Company intends to use the net proceeds from the Offering for exploration expenditures at the Company's projects, as well as corporate and general working capital purposes.

Neotech also announces that it has entered into an advertising and e-marketing contract with 1001103323 Ontario Inc., controlled by Luke Komavli, (the "Contractor") based in Sassafras Trail, Niagara Falls, Ontario and reachable at tsxstocksmarketing@gmail.com or (647) 544-7207 to provide marketing services, including social media engagement through X (formerly Twitter), Facebook, YouTube and Reddit. The initial term of the agreement is from June 23, 2025 to Feb 23, 2026 and may be renewed with mutual written agreement. During the initial term, the Contractor will be paid CAD$70,000. The Contractor purchased 167,000 Units in the current Financing but the Company will not issue any securities to the Contractor as compensation for its marketing services and confirms that the Contractor has an arm's length relationship with the Company.

ON BEHALF OF THE BOARD

Reagan Glazier, Chief Executive Officer and Director
Neotech Metals Corp.

About the Neotech Metals

Neotech Metals Corp. is a mineral exploration company dedicated to discovering and developing valuable mineral resources within promising jurisdictions around the world. With a strong commitment to environmental stewardship and sustainable practices, Neotech is positioned to make a positive impact while maximizing the potential of its exploration properties.

The company has a diversified portfolio of Rare-Earth Element and Rare Metals projects, including the Apatite-hosted Rare Earth project, Hecla-Kilmer, located 20 km from the Otter Rapids 180MW hydroelectric power generation station and active Ontario Northway railway, along with its TREO and Foothills projects located in British Columbia. All three projects are 100% wholly-owned.

Contact Information

Reagan Glazier, CEO and Director
reagan@neotechmetals.com
+1 403-815-6663

Forward-Looking Statements

Certain information contained herein constitutes "forward-looking information" under Canadian securities legislation. Forward-looking information in this news release includes, but is not limited to, statements relating to the Company's engagement with 1001103323 Ontario Inc. and the anticipated outcomes of marketing initiatives. Generally, forward-looking information can be identified by the use of forward-looking terminology such as "will," "expects," "intends," or similar expressions, or statements that certain actions, events, or results "will" occur. Forward-looking statements are based on the opinions and estimates of management as of the date such statements are made and are subject to known and unknown risks, uncertainties, and other factors that may cause actual results to differ materially from those expressed or implied. These risks and uncertainties include, among others, receipt of all necessary regulatory approvals, the effectiveness of marketing efforts, and overall market conditions. Although the Company has attempted to identify important factors that could cause actual results to differ materially, there may be other factors that cause outcomes not to be as anticipated, estimated, or intended. There can be no assurance that such statements will prove to be accurate, and actual results and future events could differ materially. Accordingly, readers should not place undue reliance on forward-looking information. The Company does not undertake to update any forward-looking statements, except as required by applicable securities laws.

The CSE has not reviewed, approved, or disapproved the contents of this press release.

NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/255933

FAQ

How much did Neotech Metals (NTMFF) raise in their June 2025 private placement?

Neotech Metals raised CAD$829,229 through the issuance of 5,528,194 units at $0.15 per unit

What are the terms of NTMFF's warrants from the June 2025 financing?

Each warrant is exercisable at $0.25 per share for two years, with an accelerated expiry if shares trade above $0.40 for 10 consecutive days

How much insider participation was there in Neotech's private placement?

An insider subscribed for 100,000 units at $0.15 per unit for a total investment of CAD$15,000

What is the value and duration of Neotech's new marketing contract?

Neotech engaged a marketing contractor for an 8-month term from June 23, 2025 to Feb 23, 2026 for CAD$70,000

How will Neotech Metals use the proceeds from the private placement?

The proceeds will be used for exploration expenditures at the company's projects and for corporate and general working capital purposes