Angel Wing Metals Inc. (TSX-V: AWM) announces it has completed its previously announced non-brokered private placement for 40,680,000 Units at a price of $0.05 per Unit for gross proceeds of $2,034,000.

As announced previously, each Unit of the Private Placement consists of one common share of the Company and one-half Common Share Purchase warrant. Two Half Warrants comprise one Common Share purchase warrant of the Company. Each Full Warrant will be exercisable for a period of 24 months from the date of issue at a price of $0.10 per Full Warrant Share.

The Company plans to use proceeds of the Private Placement towards diamond drilling at its La Reyna project in Mexico, as well as for general corporate purposes.

‘We are pleased to have closed this oversubscribed financing and to initiate the first ever drill program on La Reyna. We are grateful for the support shown by our current shareholders, Board and new shareholders in raising the proceeds needed to enable us to advance the Project more aggressively,” commented Marc Prefontaine, Angel Wing’s CEO. “The surface and geophysical work completed to date has identified several high priority and high probability targets. A drill contract has been secured and the drill Is expected to arrive at the project during the first week of January 2025 to complete an Initial phase drill program of up to approximately 2000 metres. A press release providing further details on the drill program will be provided when the drill arrives on site.”

Certain directors and an officer of the Company, (the “Related Parties”) participated in and subscribed for 3,200,000 units for an aggregate price of $160,000. As a result, the Private Placement constituted a “related party transaction” within the meaning of Policy 5.9 of the TSX Venture Exchange and Multilateral Instrument 61- 101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company relied on the exemptions under sections 5.5(a), 5.5(b) and 5.7(1)(a) of MI 61-101 in respect of the formal valuation and minority shareholder approval requirements in respect of the Related Party’s participation in the Private Placement under MI 61-101, as (i) the Company is not listed or quoted on any of the stock exchanges or markets listed in subsection 5.5(b) of MI 61-101, and (ii) as at the closing of the Private Placement, neither the fair market value of the Common Shares issued in connection with the Private Placement, nor the fair market value of the consideration received by the Company therefor, insofar as it involved the Related Party, exceeded 25% of the Company’s market capitalization.

The Company paid finder’s fees to certain arm’s-length third parties consisting of a cash commission of up to 7% of the gross proceeds of the Private Placement for an aggregate amount of $40,005 and up to 7% in finder warrants at the same terms of warrants issued as part of the Private Placement for an aggregate of 800,100 finder warrants. A statutory four month plus one day hold period from the date of issuance applies to all securities issued in connection with the Private Placement. The Private Placement remains subject to final approval of the TSXV and applicable securities regulatory authorities.

ABOUT ANGEL WING METALS

Angel Wing Metals  is focused on the exploration and development of its portfolio of precious metals properties in Mexico and Canada . The Company’s flagship La Reyna Project covers 106.89 km2 in the southern extension of the prolific Sierra Madre Occidental gold-silver belt in the state of Nayarit, Mexico .

Angel Wing Metals is committed to sustainable and responsible exploration and business activities in line with industry best practices, supportive of all stakeholders, including the local communities in which the Company operates.