August 24, 2011 - Transition Metals Corp. (XTM – TSX.V) - (“Transition Metals”, “the Company”) – TSX Venture Exchange – XTM-V is pleased to announce that it has successfully completed its initial public offering (the “Offering”) of 5,714,385 units (the “Units”) at a price of $0.35 per Unit and 2,270,000 flow-through shares (the “Flow-Through Shares”) at a price of $0.40 per Flow-Through Share for gross proceeds of $2,908,034.75.
Each Unit consists of one common share of the Company and one common share purchase warrant entitling the holder thereof to purchase an additional common share of the Company for a period of 24 months at a price of $0.50 during the first year and at a price of $0.60 during the second year following the closing of the Offering.
Haywood Securities Inc. (the "Agent") acted as agent for the Offering. In connection with the Offering, the Agent received a commission equal to 7% of the gross proceeds of the Offering (the “Agent’s Commission”), of which $164,386.93 was paid in cash and the remainder was paid through the issuance of 111,930 agent’s compensation units (the “Agent’s Units”). Each Agent’s Unit consisted of one common share and one common share purchase warrant entitling the Agent to purchase an additional common share of the Company for a period of 24 months at a price of $0.50 during the first year and at a price of $0.60 during the second year following the closing of the Offering. The Agent also received a corporate finance fee of $20,000 and reimbursement for its expenses.
The common shares of the Company have been conditionally approved for listing on the TSX Venture Exchange and will commence trading on or about August 25, 2011 under the symbol XTM.
Net proceeds from the Offering will be used by the Company primarily to conduct its initial exploration program on the Haultain Gold Property and for working capital purposes.
About Transition Metals
Transition Metals is a mining exploration Company focused on the identification, exploration and development of new gold opportunities in established and emerging gold districts in Canada. The Company currently owns or controls an interest in five early stage gold exploration properties in Ontario and British Columbia. The Company is committed to building shareholder value through the identification and development of new low cost, high quality exploration projects while minimizing shareholder dilution through funding partnerships and revenue generating opportunities.
Cautionary Note on Forward-Looking Information
The information in this press release contains “forward-looking information” within the meaning of Canadian securities law. Such forward-looking information may be identified by words such as “plans”, “proposes”, “estimates”, “intends”, “expects”, “believes”, “may”, “will” and include without limitation, statements regarding estimated capital and operating costs, expected production timeline, benefits of updated development plans, foreign exchange assumptions and regulatory approvals. There can be no assurance that such statements will prove to be accurate; actual results and future events could differ materially from such statements. Factors that could cause actual results to differ materially include, among others, metal prices, competition, risks inherent in the mining industry, and regulatory risks. Most of these factors are outside the control of the Company. Investors are cautioned not to put undue reliance on forward-looking information. Except as otherwise required by applicable securities statutes or regulation, the Company expressly disclaims any intent or obligation to update publicly forward-looking information, whether as a result of new information, future events or otherwise.
The securities being offered have not been, and will not be, registered under the United States Securities Act of 1933, as amended, or any state securities laws, and may not be offered or sold in the United States unless pursuant to an exemption there from. This press release is for information purposes only and does not constitute an offer to sell or a solicitation of an offer to buy any securities of the Company in any jurisdiction.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) has reviewed the contents of this news release and neither the TSX Venture Exchange nor its Regulation Services Provider accepts responsibility for the adequacy or accuracy of this release.
Further information contact:
Scott McLean
President and CEO
Transition Metals Corp.
705-669-0590
info@transitionmetalscorp.com
The Equicom Group Inc.
Patrick Piette
Mining Group
(416) 815-0700 – extension 267
www.equicomgroup.com