Sudbury, Ontario--(Newsfile Corp. - May 7, 2026) - Transition Metals Corp. (TSXV: XTM) ("Transition" or the "Company") is pleased to announce that it has closed its previously announced non-brokered private placement. A total of 5,381,250 Flow Through Units ("FT Units") were issued for gross proceeds of $618,844 (the "Offering"). The FT Units consist of one common share ("Common Share") and a half of one Common Share purchase warrant (each whole warrant, a "Warrant"). Each Warrant entitles the holder to purchase one additional Common Share at an exercise price of $0.115 for a period of 18 months from closing. The FT Units are intended to be donated to a charity by the purchaser(s) and subsequently sold to backend buyers for $0.08 per FT Unit.

A finder's fee was paid in connection with the Offering to finders that included Haywood Securities Inc. and StephenAvenue Securities Inc. (collectively the "Finders") and consisted of cash fees in the aggregate amount of $16,500 representing an aggregate commission of 6% of the FT Units sold to investors introduced by the Finders. In addition, a total of 206,250 broker warrants ("Broker Warrants") were issued to the Finders. Each Broker Warrant entitles the holder to purchase one Common Share at an exercise price of $0.115 for a period of 18 months from closing.

The proceeds will be used to carry out exploration at the Company's Gowganda Gold and Saturday Night projects in Ontario, Canada. Fifty percent (50%) of the proceeds from the FT Units will qualify as Canadian Critical Metals Exploration Expenses.

The securities issued in connection with the Offering, including any Common Shares issued upon exercise of the Warrants or the Broker 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 Offering will be subject to all necessary approvals, including the approval of the TSX Venture Exchange.

About Transition Metals Corp

Transition Metals Corp. (TSXV: XTM) is a Canadian-based, multi-commodity explorer. Its award-winning team of geoscientists has extensive exploration experience which actively develops and tests new ideas for discovering mineralization in places that others have not looked, often allowing the company to acquire properties inexpensively. Joint venture partners earn an interest in the projects by funding a portion of higher risk drilling and exploration, allowing Transition to conserve capital and minimize shareholder's equity dilution.

Cautionary Note on Forward-Looking Information

Except for statements of historical fact contained herein, the information in this news release constitutes "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.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

THIS PRESS RELEASE, PROVIDED PURSUANT TO APPLICABLE CANADIAN REQUIREMENTS, IS NOT FOR DISTRIBUTION TO UNITED STATES NEWS SERVICES OR FOR DISSEMINATION IN THE UNITED STATES, AND DOES NOT CONSTITUTE AN OFFER OF THE SECURITIES DESCRIBED HEREIN. THESE SECURITIES HAVE NOT BEEN 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 OR TO U.S. PERSONS ABSENT REGISTRATION OR APPLICABLE EXEMPTION FROM REGISTRATION REQUIREMENTS

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/296563

Source: Transition Metals Corp.