iMetal Resources Inc. (TSX-V: IMR) (OTCQB: IMRFF) (FSE: A7VA) has closed the first tranche of its previously announced non-brokered private placement for gross proceeds of $1,525,330. In connection with closing of the first tranche of the Offering, the Company has issued 15,253,300 units at a price of $0.10 per Unit.

Each Unit consists of one common share in the capital of the Company and one transferable share purchase warrant of the Company. Each Warrant entitles the holder thereof to purchase one additional Share of the Company at a price of $0.20 until July 15, 2027, provided that in the event the volume-weighted average closing price of the Shares on the TSX Venture Exchange exceeds $0.50 for at least ten consecutive trading days the Company will have the right to accelerate the expiry of the Warrants.

The Company intends to use the net proceeds of the Offering towards further exploration at the Company’s properties and potential new acquisitions, as well as for general working capital. In connection with completion of the first tranche of the Offering, the Company has paid finders’ fees of $74,153 and issued 741,531 non-transferable share purchase warrants to certain arms-length third-parties who assisted in introducing subscribers. Each Finders’ Warrant is exercisable on the same terms as the Warrants. All securities issued in the first tranche of the Offering are subject to a statutory hold period until November 16, 2025, in accordance with applicable Canadian securities laws.

Certain directors, officers and their affiliates participated in the Offering in the amount of 1,500,000 Units. Participation in the Offering by insiders of the Company constitutes a “related party transaction” within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions. The issuance of securities to insiders of the Company is exempt from the valuation requirement of MI 61-101 by virtue of the exemption contained in section 5.5(b) as the Company’s shares are not listed on a specified market and from the minority shareholder approval requirements of MI 61-101 by virtue of the exemption contained in section 5.7(a) of MI 61-101, in that the fair market value of the consideration of the securities issued to the insiders of the Company does not exceed twenty-five percent of the Company’s market capitalization.

The Company intends to complete a further tranche of the Offering for combined gross proceeds of up to $5,000,000. With the recent appreciation in the market price since the Offering was originally announced, the remaining portion of the Offering will be completed at a price of $0.105 per Unit. All other terms of the Offering will remain the same. If the Offering is completed for aggregate gross proceeds of $5,000,000, the Company will have issued 15,253,300 Units at a price of $0.10 per Unit and a further 33,092,096 Units at a price of $0.105 per Unit. Completion of a further tranche remains subject to receipt of all necessary regulatory approvals and acceptance of the TSX Venture Exchange.

Incentive Grant

The Company also announces that it has granted 1,500,000 incentive stock options  and 1,000,000 restricted share units to certain directors, officers and consultants. The Options vest immediately and are exercisable at a price of $0.14 until July 16, 2030. The RSUs vest and are settled in common shares of the Company on July 16, 2026, subject to adoption of a new omnibus incentive plan by shareholders of the Company at the annual general and special meeting of shareholders to be held on August 7, 2025.

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 48.5m 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.