Treasury Metals and Blackwolf Announce Upsize to Concurrent Financing

TORONTO, May 09, 2024 (GLOBE NEWSWIRE) -- Treasury Metals Inc. (TSX:TML, OTCQX:TSRMF) ("Treasury" or "TML") and Blackwolf Copper and Gold Ltd. (TSXV:BWCG, OTCQB:BWCGF) ("Blackwolf" or "BWCG") are pleased to announce that, further to the press release on May 2, 2024, which announced the combination of the two companies, that the Concurrent Financing of TML has been upsized from $4 million to up to $6.4 million. Frank Giustra will be the lead order, subscribing for $2 million.

Jeremy Wyeth, President and CEO of Treasury Metals, commented, "With continued support from large shareholders to execute upon our pending exploration plan, we are confident in the potential to make additional discoveries to augment the mine plan. The Concurrent Financing will provide us with 18 months of continued exploration activity. We believe we are in a good position to drive strategic growth moving through this transaction with BWCG into the summer and beyond."

Concurrent Financing

In connection with the transaction with BWCG announced on May 2, 2024, Treasury proposes to complete a non-brokered private placement consisting of up to approximately 27.7 million flow-through units ("FT Units") in the capital of Treasury at a price of $0.23 per FT Unit for aggregate gross proceeds of up to approximately $6.4 million (the "Concurrent Financing"). Each FT Unit will consist of one common share that will be issued as "flow-through shares" within the meaning of the Income Tax Act (Canada) (an "FT Share") and one common share purchase warrant (a "Warrant") of Treasury. Each Warrant will be exercisable at a price of $0.35 for a period of 36 months following the closing of the Concurrent Financing. Frank Giustra will subscribe for $2 million of the Concurrent Financing and is expected to be a significant shareholder post closing of the Transaction (as defined in the press release dated May 2, 2024).

It is expected that the gross proceeds from the sale of the FT Shares will be used by the Company to incur eligible "Canadian exploration expenses" that will qualify as "flow-through mining expenditures" (as such terms are defined in the Income Tax Act (Canada)) and "eligible Ontario exploration expenditures" as defined in subsection 103(4) of the Taxation Act, 2007 (Ontario) (the "Qualifying Expenditures") related to Treasury's Ontario mineral projects. All Qualifying Expenditures will be renounced in favour of the subscribers of the FT Shares effective no later than December 31, 2024.

The Concurrent Financing is being conducted in all of the provinces and territories of Canada pursuant to applicable prospectus exemptions‎. Completion of the Concurrent Financing is subject to obtaining the required TSX approvals (including the approval of shareholders) and satisfaction of customary closing conditions. The FT Shares and Warrants to be issued in connection with the Concurrent Financing, will be subject to a statutory four-month and one day hold period from the closing date.

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