CMC Announces Shares for Debt Agreement To Improve Its Balance Sheet

VANCOUVER, BC / ACCESSWIRE / April 12, 2024 / CMC Metals Ltd. (TSX-V:CMB)(Frankfurt:ZM5P)(CMCXF:OTCQB) ("CMC" or the "Company") announces that is pleased to announce that it has settled and extinguished $163,457.02 of outstanding debt (the "Debt") through the issuance of common shares of the Company (the "Shares").

In accordance with the settlement of debt (the "Debt Settlement"), the Company issued 2,611,111 common shares at a deemed price of $0.045 per Share to (4) non-arm's length creditors of the Company. The Company previously entered into a non-arm's length administrative services agreement for services provided by officers of the Company. The Company also issued 1,021,267 common shares at a deemed price of $0.045 to (3) arms length creditors of the Company.

The Company chose to settle and extinguish the Debt through the issuance of Shares to preserve cash and improve the Company's balance sheet. The Debt Settlement is subject to approval by the TSX Venture Exchange (the "TSXV").

Under the Agreements, the Company intends to issue all shares to both the officers and non-arms length creditors at a price of $0.045 per Share. The shares issued are subject to a four month hold period, which will expire on a date that is four months and one day from the date of issuance.

The Issuance of the Shares pursuant to the Debt and the issuance of the Shares remains subject to the approval of the TSXV. No new insiders will be created, nor will any change of control occur, as a result of the issuance of the Shares.

As certain insiders are party to the Agreement, it may be considered a "related party transaction" under Multilateral Instrument 61-101 Protection of Minority Security Holders In Special Transactions ("MI 61-101") and the TSXV. The Company is relying on the exemptions from the formal valuation and the minority shareholder approval requirements of MI-61-101 contained in section 5.5 (a) and Section 5.7 (1)(a) as the fair market value of the common shares being issued to insiders in connection with the Service Shares does not exceed 25% of the market capitalization of the Company, as determined in accordance with MI 61-101.

Kevin Brewer, President and CEO of CMC noted "We have significantly reduced all costs and expenditures to deal with the challenges our sector has faced in the past few months. We sincerely thank the service and supply companies who participated in this Agreement. CMC is now well positioned to now take advantage of the improved market conditions to advance its silver projects in the Rancheria Silver District."

About CMC Metals Ltd.

CMC Metals Ltd. is a growth stage exploration company focused on the exploration of high-grade silver-lead-zinc critical mineral carbonate replacement and skarn deposits in the Rancheria Silver District in Northern British Columbia and Yukon. Their properties include their flagship Silverknife project which is immediately adjacent to Coeur Mining's Silvertip deposit, one of the highest-grade underground CRD-vein deposits in the world, the Silver Hart Deposit and Blue Heaven claims (Yukon) and the Amy claims (north-central British Columbia). Other polymetallic projects in its portfolio and available for option include the Bridal Veil (Newfoundland) which is an orogenic gold target, and silver-gold target - Logjam (Yukon) possibly with porphyritic association.

On behalf of the Board:
"John Bossio"
John Bossio, Chairman
CMC METALS LTD.

For Further Information and Investor Inquiries:
Kevin Brewer, P. Geo., MBA, B.Sc.(Hons), Dip. Mine Eng.
President, CEO and Director
Tel: (709) 327 8013
kbrewer80@hotmail.com
Suite 1000-409 Granville St.
Vancouver, BC, V6C 1T2

To be added to CMC's news distribution list, please send an email to info@cmcmetals.ca or contact Mr. Kevin Brewer directly.

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 news release may contain certain statements that constitute "forward-looking information" within the meaning of applicable securities law, including without limitation, statements that address the timing and content of upcoming work programs, geological interpretations, receipt of property titles and exploitation activities and developments. In this release disclosure regarding the potential to undertake future exploration work comprise forward looking statements. Forward-looking statements address future events and conditions and are necessarily based upon a number of estimates and assumptions. While such estimates and assumptions are considered reasonable by the management of the Company, they are inherently subject to significant business, economic, competitive and regulatory uncertainties and risks, including the ability of the Company to raise the funds necessary to fund its projects, to carry out the work and, accordingly, may not occur as described herein or at all. Actual results may differ materially from those currently anticipated in such statements. Factors that could cause actual results to differ materially from those in forward looking statements include market prices, exploitation and exploration successes, the timing and receipt of government and regulatory approvals, the impact of the constantly evolving COVID-19 pandemic crisis and continued availability of capital and financing and general economic, market or business conditions. Readers are referred to the Company's filings with the Canadian securities regulators for information on these and other risk factors, available at www.sedar.com. Investors are cautioned that forward-looking statements are not guarantees of future performance or events and, accordingly are cautioned not to put undue reliance on forward-looking statements due to the inherent uncertainty of such statements. The forward-looking statements included in this news release are made as of the date hereof and the Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by applicable securities legislation."

SOURCE: CMC Metals Ltd.