Vancouver, British Columbia--(Newsfile Corp. - August 18, 2026) - iMetal Resources, Inc. (TSXV: IMR) (OTCQB: IMRFF) (FSE: A7VA) ("iMetal" or the "Company") confirms that its previously announced non-brokered private placement (the "Offering") has now been closed. In connection with closing of the Offering, the Company issued 30,000,000 Units (each, a "Unit"), at a price of $0.10 per Unit, for gross proceeds of $3,000,000.

Each Unit consists of one common share in the capital of the Company (each, a "Share") and one transferable share purchase warrant of the Company (each, a "Warrant"). Each Warrant entitles the holder thereof to purchase one additional Share of the Company at a price of $0.175 until August 17, 2029. The Warrants are subject to an accelerated expiry if, any time after the date that is four months and one day after the closing date of the Offering, the volume-weighted average trading price of the Shares on the TSX Venture Exchange ("TSXV") exceeds $0.40 for twenty (20) consecutive trading days, in which event the holders of the Warrants may, at the Company's election, be given notice and the Company will issue a press release announcing the Warrants will expire thirty (30) days following the date of such press release.

The Offering included participation (the "Investment") by McFarlane Lake Mining Limited (CSE: MLM) ("MLM") in the amount of 14,200,852 Units. As a result, MLM now holds approximately 19.9% of the outstanding common shares of the Company. In connection with the Investment, the Company and MLM have entered into an investor rights agreement pursuant to which MLM is entitled to nominate one member of the board of directors of the Company and to advise the Company on exploration activities at the Company's Gowganda West property.

The Offering also included participation by Seahawk Capital Corp. ("Seahawk") in the amount of 600,000 Units. Seahawk is a holding company controlled by Saf Dhillon, the Chief Executive Officer of the Company. As a result, participation by Seahawk constitutes a "related party transaction" within the meaning of TSXV Policy 5.9 - Protection of Minority Security Holders in Special Transactions and Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company is relying on the exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of the participation by Seahawk as neither the fair market value (as determined under MI 61-101) of the subject matter of, nor the fair market value of the consideration for, the Offering, insofar as it involves Seahawk, exceeds 25% of the Company's market capitalization. The Company did not file a material change report at least twenty-one days in advance of the closing of the Offering as the participation by Seahawk in the Offering had not been confirmed at that time.

In connection with the Offering, the Company paid cash commissions of $213,850 and issued 2,093,500 non-transferable broker warrants (each, a "Broker Warrant") to certain arms-length parties who assisted in introducing subscribers to the Offering. 2,009,500 of the Broker Warrant entitle the holder to acquire one Share at an exercise price of $0.10, with the balance entitling the holder to acquire one Share at an exercise price of $0.175. The Broker Warrants are exercisable until August 17, 2029 and are subject to accelerated expiry on the same terms as the Warrants. All securities issued under the Offering are subject to a statutory hold period until December 18, 2026, in accordance with applicable Canadian securities laws.

Integrity Capital Group Inc. acted as financial advisor, and Cassels Brock & Blackwell LLP acted as legal advisor, to the Company in connection with the Offering. Wildeboer Dellelce LLP acted as legal advisor to MLM in connection with the Investment.

The Company also announces that it has granted 3,350,000 incentive stock options (the "Options") to certain directors, officers, and consultants. The Options vest immediately and are exercisable at a price of $0.15 until August 17, 2031.

This press release is not an offer to sell or the solicitation of an offer to buy the securities in the United States or in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to qualification or registration under the securities laws of such jurisdiction. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and such securities may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from U.S. registration requirements and applicable U.S. state securities laws.

About iMetal Resources, Inc.

iMetal is a Canadian-based junior exploration company focused on the exploration and development of its portfolio of resource properties in Ontario and Quebec. The flagship property, Gowganda West, is an exploration-stage gold project with a recent discovery hole of 48.5 m at 0.85 g/t gold that borders the Juby Deposit and is located within the Shining Tree Camp area in the southern part of the Abitibi Greenstone Gold Belt about 100 km south-southeast of the Timmins Gold Camp. The 220-hectare Ghost Mountain property, 42 kilometres NE of Kirkland Lake, lies 5 kilometres W of Agnico Eagle's Holt and Holloway Mine. Carheil is an exploration-stage project with multi-metal potential and previous graphite results. The project is about 170 km north of Rouyn-Noranda in the Northern Abitibi Greenstone Belt.

ON BEHALF OF THE BOARD OF DIRECTORS,

Saf Dhillon
President & CEO

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 release may contain forward-looking statements or forward-looking information under applicable Canadian securities legislation that may not be based on historical fact, including, without limitation, statements containing the words "believe," "may," "plan", "will", "estimate", "continue", "anticipate", "intend", "expect", "potential", and similar expressions. Forward-looking statements involve known and unknown risks, uncertainties, and other factors which may cause the actual results, performance, or achievements of iMetal to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements. These forward-looking statements are based on management's current expectations and beliefs and assume, among other things, the ability of the Company to successfully pursue its current development plans, that future sources of funding will be available to the Company, that relevant commodity prices will remain at levels that are economically viable for the Company and that the Company will receive relevant permits in a timely manner in order to enable its operations, but given the uncertainties, assumptions and risks, readers are cautioned not to place undue reliance on such forward-looking statements or information. The Company disclaims any obligation to update, or to publicly announce, any such statements, events, or developments except as required by law.

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/310168

Source: iMetal Resources Inc.