Transition Metals Corp. Closes Previously Announced Private Placement

Sudbury, November 25, 2024 - Transition Metals Corp. (TSXV: XTM) ("Transition" or the "Company") is pleased to announce that it has closed its previously announced non brokered private placement (the "Offering"), (see news release dated November 20, 2024). The Offering consisted of 3,999,998 Critical Flow Through Shares (the "CFT Shares") at a price of $0.075 per CFT Share for proceeds of $299,999.85.

A finder's fee was paid in connection with the Offering to finders that included Mine Equities Ltd. and Castlewood Capital Corporation ("Castlewood") (together, the "Finders"), that consisted of a cash fee in the aggregate of $18,000, representing an aggregate commission of 6% of the CFT Shares sold to investors introduced by the Finders. In addition, a total of 160,000 compensation warrants ("Compensation Warrants") were issued to Castlewood representing 6% of the CFT Shares sold to the investor introduced by Castlewood. The Compensation Warrants permit Castlewood to purchase of one common share ("Common Share") in the capital of the Company at a price of $0.10 per Common Share for a period of 18 months from closing of the Offering.

Proceeds from the Offering will be used to explore and advance critical minerals properties in Ontario (Saturday Night PGM) and the Yukon (Pike Warden Au-Ag-Cu). All securities issued in connection with the Offering, including any Common Shares issued upon exercise of the Compensation Warrants, are subject to a four-month restricted resale period that expires on March 26, 2025, and 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. The 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.

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 regulations, 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.

Further information is available at www.transitionmetalscorp.com or by contacting:

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/231351