York Harbour Closes Private Placement of Units

Rhea-AI Summary

York Harbour Metals (CSE: YORK) (OTC Pink: YORKF) has completed a non-brokered private placement, raising $300,000 through the issuance of 6,000,000 units at $0.05 per unit. Each unit includes one common share and one transferable warrant, exercisable at $0.075 per share for five years.

CEO Blair Naughty made a significant lead order of 4,420,000 units ($221,000), increasing his ownership from 14.8% to 19.88% of total shares outstanding (24.37% on a partially diluted basis). The proceeds will be used for general working capital and accounts payable. Securities issued are subject to a hold period until June 19, 2025.

Positive

• Successful completion of $300,000 private placement financing
• Strong insider confidence demonstrated by CEO's $221,000 investment
• 5-year warrant term provides long-term funding flexibility

Negative

• Low unit pricing at $0.05 indicates potential share value concerns
• Funds allocated to working capital and payables suggests cash flow challenges
• Significant insider ownership concentration may affect stock liquidity

Vancouver, British Columbia--(Newsfile Corp. - February 19, 2025) - YORK HARBOUR METALS INC. (CSE: YORK) (OTC Pink: YORKF) (the "Company" or "York Harbour") further to the Company's news releases dated December 16, 2024, and February 3, 2025, the Company is pleased to announce that it has closed its non-brokered private placement financing of 6,000,000 units (each, a "Unit") at a price of $0.05 per Unit for gross proceeds of $300,000. Each Unit consists of one common share in the capital of the Company (each, a "Share") and one transferable warrant (each, a "Warrant"), with each Warrant exercisable into one Share (each, a "Warrant Share") at an exercise price of $0.075 per Warrant Share for a period of five years from the date of closing (collectively, the "Private Placement").

The Company expects to allocate the gross proceeds from the Private Placement towards general working capital and accounts payable. All securities issued in connection with the Private Placement are subject to a statutory hold period expiring on June 19, 2025.

The Company received a lead order of 4,420,000 Units from Mr. Blair Naughty, CEO and President of the Company for the Private Placement. Mr. Naughty's investment in the Private Placement, combined with his existing holdings, has further increased his equity stake in the Company, previously at 14.8% to 19.88%. The Company deeply appreciates the backing from all of its strategic shareholders and the broader investment community.

Mr. Naughty subscribed for a total of 4,420,000 Units under the Private Placement, which is a "related party transaction" within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The issuance to Mr. Naughty is exempt from the valuation requirement of MI 61-101 by virtue of the exemption contained in section 5.5(b) as the Units are not listed on a specified market and from the minority shareholder approval requirements of MI 61-101 by virtue of the exemption contained in section 5.7(a) of MI 61-101 in that the fair market value of the consideration of the Units to be issued to Mr. Naughty does not exceed 25% of the Company's market capitalization.

Early Warning Disclosure

Upon closing of the Private Placement (the "Closing"), Blair Naughty acquired 4,420,000 Units. When combined with the Shares previously held by Mr. Naughty, he now beneficially owns a total of 14,822,000 Shares representing 19.88% of the total issued and outstanding Shares on an undiluted basis and 24.37% on a partially diluted basis. Prior to Closing, Mr. Naughty beneficially owned 10,402,000 Shares on an undiluted basis and partially diluted basis, representing 14.8% of the total issued and outstanding Shares. The 4,420,000 Warrants held by Mr. Naughty following the Closing are subject to a limitation on exercise whereby Mr. Naughty cannot exercise the Warrants if, after giving effect to such exercise, Mr. Naughty would beneficially own in excess of 19.9% of the total issued and outstanding Shares. The aggregate value of the 4,420,000 Units issued to Mr. Naughty is $221,000. The Units were acquired for investment purposes and in the future, additional securities of the Company may be acquired or disposed of by Mr. Naughty as circumstances or market conditions may warrant. An early warning report will be filed by Mr. Naughty with applicable Canadian securities regulatory authorities. To obtain a copy of the related early warning report, please contact Mr. Naughty by phone at (604) 346-7613 or by email at info@yorkharbourmetals.com . Mr. Naughty has an address at 3012 Murray Street, Port Moody, BC, V3H 1X2.

About York Harbour Metals

York Harbour Metals Inc. is a mineral exploration and development company focused on high-grade projects in Newfoundland. The Company has recently closed the first milestone of an Option Agreement with Firetail Resources Limited on the York Harbour Copper-Zinc-Silver Project, located approximately 27 km from Corner Brook, Newfoundland. Additionally, York Harbour holds a 100%-interest in the Bottom Brook Rare Earth Elements Project, covering 15,150 hectares, situated next to the Trans-Canada Highway and only 27 km from a deep-water port at Turf Point, Newfoundland.

On Behalf of the Board of Directors,

"Blair Naughty"
CEO and President

For further details, please contact:

Email: info@yorkharbourmetals.com
Phone: 604-346-7613 or 604-341-6870 Office
Website: https://yorkharbourmetals.com/

Forward-Looking Statements:

This news release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws. Forward-looking statements relate to future events or future performance and reflect the expectations or beliefs of management of the Company regarding future events. Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as "intends", "believes" or "anticipates", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would" or "occur". This information and these statements, referred to herein as "forward-looking statements", are not historical facts, are made as of the date of this news release and include without limitation, statements regarding discussions of future plans, estimates and forecasts and statements as to management's expectations and intentions with respect to the intended use of proceeds of the Private Placement. Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial out-look that are incorporated by reference herein, except in accordance with applicable securities laws.

Neither the Canadian Securities Exchange nor the Market Regulator (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this release.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/241585

FAQ

What are the terms of York Harbour Metals' (YORKF) February 2025 private placement?

The private placement consists of 6,000,000 units at $0.05 per unit, with each unit including one common share and one warrant exercisable at $0.075 for five years, raising $300,000 in total.

How much did CEO Blair Naughty invest in YORKF's February 2025 private placement?

CEO Blair Naughty invested $221,000 by purchasing 4,420,000 units in the private placement.

What is the hold period for YORKF's February 2025 private placement securities?

The securities issued in the private placement have a statutory hold period expiring on June 19, 2025.

How did the February 2025 private placement affect CEO Blair Naughty's ownership in YORKF?

The private placement increased Blair Naughty's ownership from 14.8% to 19.88% of total shares outstanding, and 24.37% on a partially diluted basis.