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."