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Flow Metals Corp. (CSE: FWM) ("Flow Metals" or the "Company") advises that further to its news release dated December 8, 2025, the Company has closed its fully subscribed private placement (the "Private Placement"), raising gross proceeds of $400,000 through the issuance of 8,000,000 units (the "Units") at a price of $0.05 per Unit.
Each Unit consists of one common share of the Company (a "Share") and one-half of one transferable common share purchase warrant (with two such half warrants being a "Warrant"). Each Warrant entitles the holder, for a period of twenty-four (24) months from the date of issue, to purchase one additional Share of the Company at an exercise price of $0.10 per Share.
All securities issued in connection with the Private Placement are subject to a statutory hold period of four months and one day expiring on May 23, 2026.
The Company paid finders' fees of $4,350 in cash and issued 33,000 Warrants on the same terms as the Warrants issued as part of the Units.
The Company plans to use the net proceeds of the Private Placement to fund exploration and the development of its projects in the Yukon and British Columbia, and for working capital and general corporate purposes.
Insider Participation: One insider of the Company participated in the Private Placement and subscribed for an aggregate of 1,000,000 Units. Such participation constitutes a "related party transaction" within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company has relied on the exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 set out in sections 5.5(a) and 5.7(1)(a) of MI 61-101, on the basis that neither the fair market value of the securities issued to, nor the consideration paid by, the related party exceeded 25% of the Company's market capitalization, as determined in accordance with MI 61-101.
Additionally, the Company announces that it has entered into debt settlement agreements dated January 23, 2026 (the "Agreements") with certain insiders of the Company (the "Insiders") to settle an aggregate of $78,000 in indebtedness (the "Debt Settlement"). Pursuant to the Agreements, the Company will complete the Debt Settlement through the issuance of 1,200,000 common shares of the Company (the "Debt Settlement Shares") at a deemed price of $0.065 per Debt Settlement Share.
The Debt Settlement Shares will be subject to a hold period of four months and one day from the date of issuance in accordance with applicable Canadian securities laws. Completion of the Debt Settlement remains subject to the approval of the Canadian Securities Exchange (the "CSE") and all other required regulatory approvals.
The Debt Settlement with the Insiders constitutes a "related party transaction" within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The issuance of the Debt Settlement Shares to the Insiders is exempt from the formal valuation requirements of MI 61-101 pursuant to section 5.5(b) thereof, as the Company's securities are not listed on a specified market, and is exempt from the minority shareholder approval requirements of MI 61-101 pursuant to section 5.7(1)(a) thereof, as the fair market value of the Debt Settlement Shares issued to the Insiders does not exceed 25% of the Company's market capitalization, as determined in accordance with MI 61-101.
About Flow Metals
Flow Metals Corp. is focused on advancing its two 100%-owned, road-accessible projects located in established mining districts. The Company's flagship asset is the Sixtymile hard-rock gold project in Yukon, situated in the heart of the historic Sixtymile placer camp.
For further information, please contact:
Scott Sheldon, President
604.725.1857
scott@flowmetals.com
The CSE has neither approved nor disapproved the contents of this news release. Neither the CSE nor its Market Regulator (as that term is defined in the policies of the CSE) 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. Forward-looking information includes, but is not limited to, statements regarding: (i) the anticipated use of proceeds from the Private Placement; (ii) the scope and timing of the Company's planned exploration and development activities, including any planned drill campaign in 2026; and (iii) the completion of the Debt Settlement, including the receipt of approval of the CSE and other required regulatory approvals.
Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause actual results, events or developments to be materially different from those expressed or implied by such forward-looking information. These risks and uncertainties include, without limitation: the risk that the Company may not use the proceeds as currently intended; changes in economic, market and business conditions, including fluctuations in commodity prices and investor sentiment; unanticipated expenses or liabilities; the risk that the Company may not complete the Debt Settlement on the terms described or at all; the risk that required approvals, including approval of the CSE, may not be obtained in a timely manner or at all; and risks disclosed in the Company's public disclosure documents, including those filed under the Company's profile on SEDAR+ at www.sedarplus.ca.
Forward-looking information is based on management's reasonable assumptions, estimates, expectations, analyses and opinions as of the date of this news release, including assumptions that the Company will use the proceeds from the Private Placement substantially as currently intended, that the Company will be able to carry out its planned exploration activities, and that the Company will be able to complete the Debt Settlement on the terms described and obtain the required approvals. Although the Company believes that the expectations reflected in such forward-looking information are reasonable, there can be no assurance that such information will prove to be accurate. Readers should not place undue reliance on forward-looking information. The Company undertakes no obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by law.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/281446
