TSXV:
AWM
WWW.ANGELWINGMETALS.COM
/NOT FOR DISTRIBUTION TO U.S. NEWS WIRE
SERVICES OR DISSEMINATION IN THE UNITED
STATES/
(All dollar amounts are in Canadian.
dollars unless otherwise specified)
TORONTO, Dec. 16,
2024 /CNW/ - Angel Wing Metals Inc. (TSXV:
AWM) ("Angel Wing Metals" or the "Company") announces
it has completed its previously announced non-brokered private
placement ("Private Placement") for 40,680,000 Units at a price of
$0.05 per Unit for gross proceeds of
$2,034,000.
As announced previously, each Unit of the Private Placement
consists of one common share (a "Common Share") of the Company and
one-half Common Share Purchase warrant (a "Half Warrant"). Two Half
Warrants comprise one Common Share purchase warrant (a "Full
Warrant") of the Company. Each Full Warrant will be exercisable for
a period of 24 months from the date of issue (the "Full Warrant
Share") at a price of $0.10 per Full
Warrant Share.
The Company plans to use proceeds of the Private Placement
towards diamond drilling at its La
Reyna project in Mexico, as
well as for general corporate purposes.
'We are pleased to have closed this oversubscribed financing and
to initiate the first ever drill program on La Reyna. We are grateful for the support
shown by our current shareholders, Board and new shareholders in
raising the proceeds needed to enable us to advance the Project
more aggressively," commented Marc
Prefontaine, Angel Wing's
CEO. "The surface and geophysical work completed to date has
identified several high priority and high probability targets. A
drill contract has been secured and the drill Is expected to arrive
at the project during the first week of January 2025 to complete an Initial phase drill
program of up to approximately 2000 metres. A press release
providing further details on the drill program will be provided
when the drill arrives on site."
Certain directors and an officer of the Company, (the "Related
Parties") participated in and subscribed for 3,200,000 units for an
aggregate price of $160,000. As a
result, the Private Placement constituted a "related party
transaction" within the meaning of Policy 5.9 of the TSX Venture
Exchange and Multilateral Instrument 61- 101 - Protection of
Minority Security Holders in Special Transactions ("MI 61-101").
The Company relied on the exemptions under sections 5.5(a), 5.5(b)
and 5.7(1)(a) of MI 61-101 in respect of the formal valuation and
minority shareholder approval requirements in respect of the
Related Party's participation in the Private Placement under MI
61-101, as (i) the Company is not listed or quoted on any of the
stock exchanges or markets listed in subsection 5.5(b) of MI
61-101, and (ii) as at the closing of the Private Placement,
neither the fair market value of the Common Shares issued in
connection with the Private Placement, nor the fair market value of
the consideration received by the Company therefor, insofar as it
involved the Related Party, exceeded 25% of the Company's market
capitalization.
The Company paid finder's fees to certain arm's-length third
parties consisting of a cash commission of up to 7% of the gross
proceeds of the Private Placement for an aggregate amount of
$40,005 and up to 7% in finder
warrants at the same terms of warrants issued as part of the
Private Placement for an aggregate of 800,100 finder warrants. A
statutory four month plus one day hold period from the date of
issuance applies to all securities issued in connection with the
Private Placement. The Private Placement remains subject to final
approval of the TSXV and applicable securities regulatory
authorities.
ABOUT ANGEL WING METALS
Angel Wing Metals (TSXV:AWM) is focused on the exploration and
development of its portfolio of precious metals properties
in Mexico and Canada . The Company's flagship La Reyna Project
covers 106.89 km2 in the southern extension of the prolific Sierra
Madre Occidental gold-silver belt in the state of Nayarit,
Mexico .
Angel Wing Metals is committed to sustainable and responsible
exploration and business activities in line with industry best
practices, supportive of all stakeholders, including the local
communities in which the Company operates.
For more information, please visit the Company's website at
www.angelwingmetals.com.
ON BEHALF OF THE BOARD OF ANGEL WING METALS INC.
Marc Prefontaine
President & CEO
Email: mprefontaine@angelwingmetals.com
Neither 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.
Forward-Looking Information: This news
release contains "forward-looking information" within the meaning
of applicable Canadian securities legislation. All statements,
other than statements of historical fact, included herein are
forward-looking information. Generally, forward-looking information
may be identified by the use of forward-looking terminology such as
"plans", " expects" or "does not expect", "proposed", "is
expected", "budgets", "scheduled", "estimates", "forecasts",
"intends", "anticipates" or "does not anticipate", or "believes",
or variations of such words and phrases, or by the use of
words or phrases which state that certain actions, events or
results may, could, would, or might occur or be achieved. In
particular, this news release contains forward-looking
information regarding: TSX Venture Exchange acceptance
of the Private Placement; market acceptance and approvals; and use
of proceeds. There can be no assurance that such
forward-looking information will prove to be accurate, and actual
results and future events could differ materially from those
anticipated in such forward-looking information. This
forward-looking information reflects Angel Wing Metals' current
beliefs and is based on information currently available to Angel
Wing Metals and on assumptions Angel Wing Metals believes are
reasonable. Forward-looking information is subject to known and
unknown risks, uncertainties and other factors that may cause the
actual results, level of activity, performance, or achievements of
Angel Wing Metals to be materially different from those expressed
or implied by such forward-looking information. Such risks and
other factors may include, but are not limited to: general
business, economic, competitive, political and social
uncertainties; general capital market conditions and market prices
for securities; delay or failure to receive board or regulatory
approvals; the actual results of future operations; competition;
changes in legislation, including environmental legislation,
affecting Angel Wing Metals; the timing and availability of
external financing on acceptable terms; and lack of qualified,
skilled labor or loss of key individuals. A description of
additional assumptions used to develop such forward-looking
information and a description of additional risk factors that may
cause actual results to differ materially from forward- looking
information can be found in Angel Wing Metals' disclosure documents
on the SEDAR+ website at www.sedarplus.ca. Although Angel Wing
Metals has attempted to identify important factors that could cause
actual results to differ materially from those contained in
forward-looking information, there may be other factors that cause
results not to be as anticipated, estimated or intended. Readers
are cautioned that the foregoing list of factors is not exhaustive.
Readers are further cautioned not to place undue reliance on
forward-looking information as there can be no assurance that the
plans, intentions, or expectations upon which they are placed will
occur. Forward-looking information contained in this news release
is expressly qualified by this cautionary statement. The
forward-looking information contained in this news release
represents the expectations of Angel Wing Metals as of the date of
this news release and, accordingly, is subject to change after such
date. However, Angel Wing Metals expressly disclaims any intention
or obligation to update or revise any forward-looking information,
whether as a result of new information, future events or otherwise,
except as expressly required by applicable securities law.
SOURCE Angel Wing Metals Inc.