District Metals Corp. (TSX-V: DMX) (OTCQB: DMXCF) (FSE: DFPP); is pleased to announce that it has completed its previously announced bought deal private placement financing raising aggregate gross proceeds of C$4,510,000. Under the terms of the Offering, the Company issued an aggregate of 20,500,000 units at a price of C$0.22 per Unit. The Offering was led by PI Financial Corp. as lead underwriter and bookrunner, on a behalf of a syndicate of underwriters including Haywood Securities Inc.

Garrett Ainsworth, President & CEO of District, commented: “Demand to participate in this financing was overwhelmingly positive. We are very pleased to welcome several new and highly sophisticated investors to District, and I would like to thank our existing shareholders for their continued support.

It is an exciting time for District given that we have recently consolidated 100% ownership of the uranium-vanadium Viken Deposit, as a new uranium bull market with sound fundamentals has recently emerged.”

Each Unit consists of one common share in the capital of the Company and one half of one transferable Common Share purchase warrant. Each whole Warrant shall entitle the holder thereof to acquire one additional Common Share at a price of C$0.30 for a period of 36 months from the closing date.

In consideration for the services provided by the Underwriters in connection with the Offering, the Company paid the Underwriters a cash commission of C$270,600 and issued to the Underwriters an aggregate of 1,230,000 non-transferable compensation options. Each Compensation Option shall entitle the holder thereof to acquire one additional Common Share at a price of C$0.22 for a period of 36 months from the closing date.

The net proceeds raised will be used to fund the advancement of the Company’s projects and for general working capital purposes.

The securities issued in connection with the Offering, including any underlying securities, are subject to a hold period of four months and one day ending on June 2, 2024.

The directors and certain officers of the Company, and a greater than 10% shareholder, have participated in the Offering. Garrett Ainsworth, a director and officer of the Company, subscribed for 30,000 Units; Doug Ramshaw, a director of the Company, subscribed for 30,000 Units; Joanna Cameron, a director of the Company, subscribed indirectly for 30,000 Units; Jonathan Challis, a director of the Company, subscribed for 30,000 Units; and the Insider subscribed for 3,200,000 Units. The Related Party Participation constitutes a “related party transaction” as defined under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions. Pursuant to sections 5.5(a) and 5.7(1)(a), the Company is exempt from obtaining a formal valuation and minority approval of the Company’s shareholders in respect of the Related Party Participation due the fair market value of the Related Party Participation being below 25% of the Company’s market capitalization for the purposes of MI 61-101.

The Company will file a material change report in respect of closing of the Offering. However, the material change report will be filed less than 21 days prior to the closing of the Offering, which is consistent with market practice and the Company deems reasonable in the circumstances.

Stock Option Grant

The Company has also granted a total of 3,100,000 stock options to directors, officers, employees and consultants of the Company, in accordance with the provisions of its stock option plan. Each stock option is exercisable at $0.28 for a Common Share (being the closing price of the Company’s Common Shares on January 31, 2024, the date prior to the grant date). All stock options have a term of five years and vest on the grant date.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold in the United States or to U.S. persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

About District Metals Corp.

District Metals Corp. is led by industry professionals with a track record of success in the mining industry. The Company’s mandate is to seek out, explore, and develop prospective mineral properties through a disciplined science-based approach to create shareholder value and benefit other stakeholders.

District is a polymetallic exploration and development company focused on the Viken and Tomtebo Properties in Sweden. The Viken Property covers 100% of the uranium-vanadium Viken Deposit, which is an asset with substantial exploration and development expenditures that resulted in the definition of large historic polymetallic resource estimates in 2010 and 2014. The Viken Deposit is amongst the largest deposits by total historic mineral resources of uranium and vanadium in the world.

The advanced exploration stage Tomtebo Property is located in the Bergslagen Mining District of south-central Sweden and is situated between the historic Falun Mine and Boliden’s Garpenberg Mine that are located 25 km to the northwest and southeast, respectively. Two historic polymetallic mines and numerous polymetallic showings are located on the Tomtebo Property along an approximate 17 km trend that exhibits similar geology, structure, alteration and VMS/SedEx style mineralization as other significant mines within the district.