Transition Metals $XTM Announces $1.1MM Private Placement

Transition Metals1

(TSX.V-XTM)

Transition Metals Corp. is pleased to announce that it intends to raise up to $1,100,000 by way of a non‑brokered private placement financing consisting of up to 7,333,333 units at a price of $0.15 per Unit, for gross proceeds of up to $1,100,000.  Each Unit will consist of one common share of the Corporation and one transferable share purchase warrant.  Each Warrant will entitle the holder to purchase one additional Common Share for a period of 24 months from closing at a price of $0.20.  If, commencing on the date that is four months after the closing date, the closing price of the Common Shares on the TSX Venture Exchange is higher than $0.30 for 20 consecutive trading days, based on the Volume Weighted Average Price on daily closing, then on the date that is the 20th consecutive trading day the expiry date of the Warrants will be accelerated to the date that is 20 business days after the Acceleration Trigger Date provided the Corporation, within three trading days of the Acceleration Trigger Date, issues a news release announcing the acceleration of the expiry date and delivers or sends by electronic transmission a copy of such news release to the Warrant holders and the finders.

A finder’s fee may be paid in connection with the placement to finders, including affiliates of Sprott Inc., as determined by mutual agreement between the Corporation and the finders and subject to regulatory approval.  The finders’ fee will consist of cash or Units, at the election of each finder, equal to 6% of the Units sold to investors introduced by such finder, and non‑transferable share purchase warrants equal to 6% of such Units sold to investors.  The Compensation Warrants will permit the purchase of one Common Share for 24 month from closing at a price of $0.20.

Proceeds from the private placement will be used for exploration and working capital purposes.  The securities issued in connection with the private placement, including any Common Shares issued upon exercise of the Warrants and Compensation Warrants, will be subject to a four month restricted resale period and applicable securities legislation hold periods outside of Canada from the Closing Date.

Completion of the private placement will be subject to all necessary approvals, including the approval of the Exchange.  There can be no assurance that the private placement will be completed as proposed or at all.