Metals Creek Resources Corp. Announces Non-Brokered Private Placement

Metals Creek Resources Corp. Announces Non-Brokered Private Placement of Flow-Through and Non Flow-Through Units with Insider Participation

Thunder Bay, Ontario--(Newsfile Corp. - July 25, 2023) - Metals Creek Resources Corp. (TSXV: MEK) (FSE: M1C1) (the “Company” or Metals Creek) is pleased to announce today that the company has closed a first tranche of a non-brokered private placement of flow-through and non flow-through units (the “Private Placement”).

The Company has raised in this first tranche aggregate proceeds of $154,436 by issuing 4,847,866 flow-through units at $0.03 per unit (with each flow-through unit consisting of one flow-through common share and one common share purchase warrant) and 300,000 non flow-through units at $0.03 per unit (with each non flow-through unit consisting of one common share and one common share purchase warrant). The flow-through unit warrants are exercisable for one common share of the Company at an exercise price of $0.06 for a period of 24 months from the date of issuance. The non flow-through unit warrants are exercisable for one common share of the Company at an exercise price of $0.05 for a period of 24 months from the date of issuance. All securities issued pursuant to the Financing are subject to a four-month and one day hold period. 200,022 finder warrants were issued in connection with this financing, which are each exercisable for one common share of the Company at $0.06 for a period of 24 months from the date of issuance.

Certain insiders of the Company acquired 220,000 flow-through units and 300,000 non flow-through units pursuant to the Private Placement. The issuance of Units to insiders is considered to be a related party transaction within the meaning of TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101 (“MI 61-101”). The Company has relied on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 (and Policy 5.9) contained in sections 5.5(b) and 5.7(1)(b) of MI 61-101 in respect of any insider participation.

The Company did not file a material change report more than 21 days before the expected closing of the Private Placement as the details of the Private Placement and the participation therein by related parties of the Company were not settled until shortly prior to closing and the Company wished to close on an expediated basis for sound business reasons and in a timeframe consistent with usual market practices for transactions of this nature.  

Closing on a further tranche is expected in early August. 

About Metals Creek Resources Corp.

Metals Creek Resources Corp. is a junior exploration company incorporated under the laws of the Province of Ontario, 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 from Newmont Corporation, including the former 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). In addition, Metals Creek owns and/or has option agreements in place to acquire a 100% interest in claims in the Shabaqua Corners area of North western Ontario.

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.sedar.com.

Cautionary Note Regarding Forward-Looking Statements

This press release contains forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of words such as “plans”, “expects” or “does not expect”, “is expected”, “estimates”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from the ability of the Company to close on any additional tranches of the Private Placement, any future results, performance or achievements expressed or implied by the forward-looking statements, such as costs of sales, general economic conditions, the success of marketing and competition from competing suppliers and businesses. Actual results and developments are likely to differ, and may differ materially, from those expressed or implied by the forward-looking statements contained in this press release. There can be no assurance that an additional tranche of the Private Placement will close, and no assurance that forward-looking 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.

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.

For further information, please contact:

Alexander (Sandy) Stares, President and CEO

Metals Creek Resources Corp

telephone: (709)-256-6060

fax: (709)-256-6061

MetalsCreek.com

Twitter.com/MetalsCreekRes

Facebook.com/MetalsCreek