Meta Critical Minerals Announces Private Placement With Strategic Advisory Support From Leading New York Investment Bank Revere Securities

Rhea-AI Summary

Meta Critical Minerals (OTCQB:TROYF) announced a non-brokered private placement of up to 30,000,000 units at $0.20 per unit to raise up to $6,000,000, with strategic advisory support from New York investment bank Revere Securities. Each Unit includes one share and one warrant exercisable at $0.30 for two years, subject to acceleration if the share price trades at $0.45 for 10 consecutive trading days. Proceeds are expected to fund project advancement, marketing and working capital. Securities issued will have a four-month hold period and the Offering is subject to acceptance by the Canadian Securities Exchange.

Positive

• Planned gross proceeds of $6,000,000 from up to 30,000,000 units
• Revere Securities engaged as strategic advisor, adding capital markets support
• Warrants priced at $0.30 with a two-year term may incentivize investor participation

Negative

• Issuance of up to 30,000,000 units will dilute existing shareholders if fully subscribed
• Warrant acceleration clause at $0.45 could compress holders' exercise window
• Offering subject to CSE acceptance and four-month hold restricts immediate liquidity

VANCOUVER, BC / ACCESS Newswire / February 3, 2026 / Meta Critical Minerals Inc. (formerly Troy Minerals Inc.) (the "Company") (CSE:MTTA)(OTCQB:TROYF)(FSE:VJ3) is pleased to announce a non-brokered private placement offering of up to 30,000,000 units (the "Units") at a price of $0.20 per Unit for aggregate gross proceeds of up to $6,000,000 (the "Offering"), with Revere Securities LLC, a leading New York-based investment bank, playing a central strategic advisory role in connection with the Offering.

Each Unit will be comprised of one common share and one transferable common share purchase warrant (each, a "Warrant"). Each Warrant entitles the holder to acquire an additional common share at a price of $0.30 per common share for a period of two (2) years from the closing of the Offering, subject to acceleration.

The Warrants will be subject to an acceleration right held by the Company, such that if the Company's common shares close at $0.45 or above for a period of 10 consecutive trading days, the Company may, at any time after such occurrence, give written notice (via news release) to the holders of the Warrants that the Warrants will expire at 5:00 p.m. (Vancouver time) on the 30th day following the giving of notice unless exercised by the holders prior to such date. Upon receipt of such notice, the holders of the Warrants will have 30 days to exercise their Warrants and any Warrants that remain unexercised will expire.

The Company may pay finder's fees to eligible finders in connection with the Offering, in accordance with applicable securities laws and the policies of the Canadian Securities Exchange.

The proceeds raised from the Offering are expected to be used to advance the Company's various projects, marketing and general working capital.

All securities to be issued under the Offering will be subject to a four-month hold period in accordance with applicable Canadian securities laws. The Offering is subject to acceptance by the Canadian Securities Exchange.

About Revere Securities LLC.

Established in 1983, Revere Securities has built a reputation for trusted guidance, disciplined execution, and enduring client relationships. From offices in New York, Boca Raton, and Boston, Revere serves corporations, institutional investors, and high-net-worth individuals, with a focus on long-term value creation. Revere Securities has an active track record across private financings and public-market transactions. Revere's professionals have advised on and executed billions of dollars in transactions, leveraging deep market insight and extensive industry relationships to help clients achieve their strategic and financial objectives. www.reveresecurities.com

About Meta Critical Minerals Inc.

Meta Critical Minerals Inc. is a publicly listed mining company focused on building shareholder value through the acquisition, exploration, and development of strategically located critical-mineral assets. The Company is advancing a portfolio of projects targeting silica (silicon), scandium, vanadium, and rare earth elements, commodities that are essential to advanced manufacturing, electrification, and emerging technologies. Meta's assets are located in jurisdictions characterized by strong and growing demand for critical minerals, spanning North America and Central-East Asia. The Company's strategy emphasizes near-term production potential, disciplined capital allocation, and the development of assets capable of supporting a transition to cash-flow-generating operations, with the objective of delivering sustainable long-term value to shareholders, host communities, and regional stakeholders.

ON BEHALF OF THE BOARD,

Rana Vig | CEO and Director
Telephone: 604-218-4766 rana@ranavig.com

Forward-Looking Statements

This news release contains certain forward-looking statements and forward-looking information within the meaning of applicable Canadian securities legislation. Forward-looking statements include, but are not limited to, statements relating to the completion of the Offering, the anticipated use of proceeds, the advancement of the Company's projects, market conditions, and the acceptance of the Offering by the Canadian Securities Exchange. Forward-looking statements are based on the opinions and assumptions of management as of the date hereof, including assumptions regarding capital market conditions, regulatory approvals, and the Company's ability to execute its business plans. Forward-looking statements involve known and unknown risks, uncertainties, and other factors that may cause actual results or events to differ materially from those expressed or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to, the risk that the Offering may not be completed on the terms described or at all, changes in market conditions, regulatory approvals, and other risks and uncertainties described in the Company's public disclosure filings available on SEDAR+. Although the Company believes that the assumptions and expectations reflected in the forward-looking statements are reasonable, there can be no assurance that such expectations will prove to be correct. Readers are cautioned not to place undue reliance on forward-looking statements. The Company does not undertake to update or revise any forward-looking statements except as required by applicable law.

The Canadian Securities Exchange has not reviewed this press release and does not accept responsibility for the adequacy or accuracy of this news release.

SOURCE: Meta Critical Minerals Inc.

View the original press release on ACCESS Newswire

FAQ

What are the terms of Meta Critical Minerals' private placement (TROYF) announced on February 3, 2026?

The Offering is up to 30,000,000 units at $0.20 per unit for up to $6,000,000. According to the company, each Unit includes one common share and one warrant exercisable at $0.30 for two years, subject to acceleration.

How does the warrant acceleration work for TROYF warrants in the private placement?

Warrants may be accelerated if the share price closes at $0.45 for 10 consecutive trading days. According to the company, upon that trigger holders get a 30-day notice window to exercise before warrants expire.

What will Meta Critical Minerals (TROYF) use the proceeds from the $6M offering for?

Proceeds are expected to advance projects, marketing and general working capital. According to the company, funds will be allocated across the company's various projects and corporate needs.

Will securities issued in the TROYF private placement be immediately tradable?

No, securities will be subject to a four-month hold period under Canadian securities laws. According to the company, this hold period restricts resale for approximately four months after issuance.

Is the Meta Critical Minerals private placement final and guaranteed?

The Offering is not final; it is subject to acceptance by the Canadian Securities Exchange. According to the company, closing depends on CSE acceptance and customary conditions for private placements.