February 10, 2017 – VANCOUVER, BRITISH COLUMBIA – Scientific Metals Corp. ("STM" or the "Company") (TSXV: STM) (Frankfurt: 26X) (OTCQB: SCTFF) is pleased to announce that the Company's previously announced non-brokered private placement of units (each, a "Unit") has been completed. The Company issued 10,000,000 Units at a price of $0.20 per Unit and an additional 2,173,913 Units at a price of $0.23 per unit for aggregate gross proceeds of $2,500,000. Each Unit is comprised of one common share in the capital of the Company and one common share purchase warrant. Each warrant entitles the holder to purchase one common share at a price of $0.40 per share at any time within 18 months of the date of issuance. In connection with the completion of this private placement, the Company paid aggregate cash finder's fees in the amount of $82,810 and issued an aggregate of 412,545 finder's fee warrants to eligible finders who introduced subscribers to the private placement. Each finder's fee warrant entitles the holder to purchase one common share at a price of $0.40 per share at any time within 18 months of the date of issuance. All of the securities issued under this private placement are subject to a four month resale restriction.
Fort Capital Partners acted as an advisor to the Company in connection with the offering. The Company intends to use the net proceeds of the offering to advance its lithium and cobalt properties and for general working capital purposes.
The Company also announces that it plans to complete a debt settlement with one non-arm's length creditor (the "Debt Settlement"). The Debt Settlement will result in an aggregate of $200,000 of indebtedness being retired in consideration for the issuance of a maximum of 519,480 common shares at a price of $0.385 per share. The Debt Settlement will not result in the creation of a new insider or a new control person. The Debt Settlement remains subject to TSX Venture Exchange approval.
The Company also announces that, pursuant to its stock option plan, it has granted stock options to acquire up to an aggregate of 3,500,000 common shares, of which, 2,162,500 stock options were granted to certain directors and officers of the Company. Each of the stock options is exercisable for a five year term expiring on February 10, 2022 and exercisable until that time at a price of $0.385 per common share. On February 9, 2017, the last day that the common shares traded prior to the granting of the stock options, the closing price of the common shares on the TSX Venture Exchange was $0.385 per share. The stock options vest in equal quarterly tranches such that the stock options are fully vested upon the first anniversary of grant. The stock options, and any common shares issued upon exercise of the stock options, are subject to a four month hold period expiring on June 11, 2017.
The Company also announces that Brian Kirwin has been appointed Senior Vice President, Exploration for the Company. In order to allow Mr. Kirwin to undertake such duties, he has resigned his position as the Company’s president, and Wayne Tisdale, currently a director of the Company, has been appointed in his stead. The Company would like to thank Mr. Kirwin for his contribution to the advancement of the Company’s objectives in his term as President. Both Mr. Kirwin and Mr. Tisdale will continue to serve as directors.
For additional information please contact:
Scientific Metals Corp.
Wayne Tisdale, President
T: (604) 639-4457
This news release contains certain "forward-looking information" within the meaning of applicable securities law. Forward-looking information is frequently characterized by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate" and other similar words, or statements that certain events or conditions "may" or "will" occur. . In particular, forward-looking information in this press release includes, but is not limited to, statements with respect to the proposed use of proceeds from the private placement and the proposed debt settlement. Although we believe that the expectations reflected in the forward-looking information are reasonable, there can be no assurance that such expectations will prove to be correct. We cannot guarantee future results, performance or achievements. Consequently, there is no representation that the actual results achieved will be the same, in whole or in part, as those set out in the forward-looking information.
Forward-looking information is based on the opinions and estimates of management at the date the statements are made, and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those anticipated in the forward-looking information. Some of the risks and other factors that could cause the results to differ materially from those expressed in the forward-looking information include, but are not limited to: general economic conditions in Canada and globally; industry conditions, including governmental regulation and environmental regulation; failure to obtain industry partner and other third party consents and approvals, if and when required; the availability of capital on acceptable terms; the need to obtain required approvals from regulatory authorities; stock market volatility; liabilities inherent in water disposal facility operations; competition for, among other things, skilled personnel and supplies; incorrect assessments of the value of acquisitions; geological, technical, processing and transportation problems; changes in tax laws and incentive programs; failure to realize the anticipated benefits of acquisitions and dispositions; and the other factors. Readers are cautioned that this list of risk factors should not be construed as exhaustive.
The forward-looking information contained in this news release is expressly qualified by this cautionary statement. We undertake no duty to update any of the forward-looking information to conform such information to actual results or to changes in our expectations except as otherwise required by applicable securities legislation. Readers are cautioned not to place undue reliance on forward-looking information.
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