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METALLIS ANNOUNCES UPSIZE OF NON-BROKERED PRIVATE PLACEMENT

MWN-AI** Summary

Metallis Resources Inc. (TSX-V: MTS; OTCQB: MTLFF), based in Vancouver, has announced an upsized non-brokered private placement due to strong investor interest. The new financing initiative aims to raise a total of $1.25 million, broken down into two components: up to 4.6875 million non-flow-through units priced at $0.16 each, expected to generate $750,000, and up to 2.5 million flow-through shares priced at $0.20, projected to yield $500,000.

Each non-flow-through unit will comprise one common share and one non-transferable share purchase warrant, which grants the holder the right to buy an additional common share at $0.26 for three years. The flow-through shares qualify under the Income Tax Act (Canada) as "flow-through shares," allowing for tax advantages as they will be allocated to Canadian exploration expenses, with expenses renounced to purchasers by December 31, 2026.

After the issuance, shares and warrants will be subject to a four-month trading hold. The closing of this private placement is contingent upon receiving all necessary regulatory approvals and final acceptance from the TSX Venture Exchange.

Metallis is primarily engaged in exploring for gold, copper, and silver in its 100%-owned Kirkham Property located in British Columbia's renowned Golden Triangle, alongside its Greyhound Property in Idaho, focusing on gold, silver, and antimony.

As of the announcement, Metallis has 85,730,003 common shares issued and outstanding. The company cautions that this announcement may contain forward-looking statements that are subject to risks and uncertainties, advising investors to consider these factors when evaluating future business activities.

For more information, visit Metallis’s website at www.metallisresources.com.

MWN-AI** Analysis

Metallis Resources Inc. (TSX-V: MTS; OTCQB: MTLFF) has announced a notable upsize to its non-brokered private placement, now totaling $1.25 million. This decision reflects robust investor demand and could indicate positive sentiment in the market regarding the company's growth prospects. Investors should consider several implications of this announcement.

The private placement comprises two components: non-flow-through units priced at $0.16, potentially raising $750,000, and flow-through shares at $0.20, with proceeds of up to $500,000 earmarked for Canadian exploration expenses. Notably, flow-through shares confer tax benefits to investors, a strategic advantage that may attract a broader base of interest, particularly among those seeking tax-efficient investments.

The issuance of warrants allows investors to purchase additional shares at $0.26 for three years, which can enhance future capital raises for Metallis if the share price appreciates, creating further value for shareholders. Currently, with 85.7 million shares outstanding, the structured financing could dilute existing shareholders in the short term. However, the proceeds will be invested in exploration activities, which may ultimately yield significant returns if the endeavors lead to discoveries at Metallis's properties in the fertile Golden Triangle of British Columbia and Idaho.

Investors should monitor the regulatory approval process for this financing, as its successful closing will set the foundation for Metallis's operational plans. The favorable drill results and market conditions can drive share price appreciation, making this placement a potential springboard for a more robust capital structure and increased exploration efforts.

Overall, while risks remain, particularly tied to exploration success and market volatility, this upsize indicates management’s confidence in their exploration strategy. Thus, for investors looking long-term, Metallis Resources could present an interesting opportunity amidst the growing mining sector.

**MWN-AI Summary and Analysis is based on asking OpenAI to summarize and analyze this news release.

Source: Canada Newswire

Canada NewsWire

VANCOUVER, BC, Feb. 25, 2026 /CNW/ - Metallis Resources Inc. (TSX-V: MTS; OTCQB: MTLFF) ("Metallis" or the "Company") is pleased to announce that due to strong investor demand, the Company has increased the size of its previously announced non-brokered private placement. The upsized offering (the "Financing") will be for a total of $1.25 million consisting of up to 4.6875 million non-flow-through units at a price of $0.16 per unit for proceeds of up to $750,000, and up to 2.5 million flow-through shares at a price of $0.20 per share for proceeds of up to $500,000.

Each non-flow-through unit will consist of one common share and one non-flow-through, non-transferable share purchase warrant. Each warrant will entitle the holder to purchase one additional common share at a price of $0.26 per share for a 3-year period.

The flow-through shares will qualify as "flow-through shares" for the purpose of the Income Tax Act (Canada) (the "Act"). The proceeds of the flow-through private placement will be incurred on "Canadian exploration expenses" (within the meaning of the Act). The Company will renounce these expenses to the purchasers with the effective date no later than December 31, 2026, and as required under the Act.

Shares and warrants issued on closing will be subject to a trading hold period expiring four months plus one day from the date of issuance. Closing of the private placement is subject to receipt of all necessary regulatory approvals and final acceptance by the TSXV.

About Metallis 

Metallis Resources Inc. is a Vancouver-based company focused on the exploration for gold, copper and silver at its 100%-owned Kirkham Property in Canada, situated in northwest British Columbia's Golden Triangle, and at the Greyhound Property, a gold/silver/antimony property in Idaho, USA.

Metallis trades under the symbols MTS on the TSX Venture Exchange, MTLFF on the OTCQB Exchange, and 0CVM on the Frankfurt Stock Exchange, and has 85,730,003 common shares issued and outstanding. 

On behalf of the Board of Directors: 

/s/ "Fiore Aliperti"
Chief Executive Officer, President, and Director 

Web: www.metallisresources.com 

CAUTION REGARDING FORWARD-LOOKING STATEMENTS  

This Press Release may contain statements which constitute 'forward-looking' statements, including statements regarding the plans, intentions, beliefs and current expectations of the Company, its directors, or its officers with respect to the future business activities and operating performance of the Company. The words "may," "would", "could", "will", "intend", "plan", "anticipate", "believe", "estimate", "expect" and similar expressions, as they relate to the Company, or its management, are intended to identify such forward-looking statements. Investors are cautioned that any such forward-looking statements are not guarantees of future business activities or performance and involve risks and uncertainties, and that the Company's future business activities may differ materially from those in the forward-looking statements because of numerous factors. Such risks, uncertainties and factors are described in the periodic filings with the Canadian securities' regulatory authorities, including quarterly and annual Management's Discussion and Analysis, which may be viewed on SEDAR at www.sedarplus.ca. Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated, or expected.  

Although the Company has attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results not to be as intended, planned, anticipated, believed, estimated, or expected. The Company does not intend, and does not assume any obligation, to update these forward-looking statements.  

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. The TSX-V Stock Exchange has neither approved nor disapproved of the contents of this news release. 

SOURCE Metallis Resources Inc.

View original content to download multimedia: http://www.newswire.ca/en/releases/archive/February2026/25/c7208.html

FAQ**

What factors contributed to the strong investor demand leading to the upsizing of Metallis Resources Inc MTLFF's non-brokered private placement to $1.25 million?

Strong investor demand for Metallis Resources Inc's non-brokered private placement to $1.25 million was driven by positive market sentiment, growing interest in the resource sector, the company’s potential project developments, and the overall bullish outlook for mining investments.

How does the pricing of $0.16 per non-flow-through unit and $0.per flow-through share reflect on the market's perception of Metallis Resources Inc MTLFF's growth potential?

The pricing of $0.16 per non-flow-through unit and $0.20 per flow-through share suggests that the market sees greater value in the tax benefits associated with flow-through shares, indicating a cautious optimism about Metallis Resources Inc's growth potential amid investment risks.

What specific Canadian exploration expenses will the proceeds from the flow-through shares be used for, and how is this expected to impact Metallis Resources Inc MTLFF's operations?

The proceeds from the flow-through shares will be allocated to specific Canadian exploration expenses such as drilling and geological studies, which are expected to enhance Metallis Resources Inc MTLFF's operational capabilities and accelerate its exploration projects.

Can you elaborate on the significance of the share purchase warrant included in the non-flow-through units, particularly regarding potential future dilution for existing shareholders of Metallis Resources Inc MTLFF?

The share purchase warrant in Metallis Resources Inc's non-flow-through units allows investors to buy additional shares at a fixed price, which, if exercised, could lead to dilution of existing shareholders' equity and potential changes in ownership percentages.

**MWN-AI FAQ is based on asking OpenAI questions about Metallis Resources Inc (OTC: MTLFF).

Metallis Resources Inc

NASDAQ: MTLFF

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