Green Light Metals Amends Amalgamation Agreement with Can-America Minerals and Closes First Tranche of Private Placement

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Medford, Wisconsin–(Newsfile Corp. – June 8, 2022) – Green Light Metals Inc. (“Green Light” or the “Company“) is pleased to announce that it has entered into an amending agreement made as of June 7, 2022, in respect of the previously announced amalgamation with Can-America Minerals Inc. (“Can-America“) and 1328592 B.C. Ltd. (“Subco“), a wholly-owned subsidiary of the Company, to acquire Can-America by way of a three-cornered amalgamation (the “Proposed Transaction“). The Company is also pleased to announce that it closed, on a non-brokered basis, the first tranche of a private placement of 922,588 units of the Company (the “Units“) at a price of $0.40 per Unit for gross proceeds of approximately $369,035 (the “Offering“).

Acquisition of Can-America – Amending Agreement

As previously announced on December 16, 2021, the Company, Can-America and Subco entered into an amalgamation agreement on December 14, 2021 contemplating the Proposed Transaction (the “Amalgamation Agreement“). Under the terms of the Amalgamation Agreement, the Proposed Transaction will be completed by way of a three-cornered amalgamation under the laws of British Columbia, whereby Subco and Can-America amalgamate (on a post-continuance basis under the Business Corporations Act (British Columbia)), with Subco surviving as a wholly-owned subsidiary of the Company. As a result of the Proposed Transaction, the Company will hold all of Can-America’s assets, including ownership or control of its mineral properties in Wisconsin and Nevada.

As of June 7, 2022, the parties entered into an amending agreement to the Amalgamation Agreement (the “Amending Agreement“) altering certain closing conditions of the Amalgamation Agreement. Pursuant to the Amending Agreement, the parties will seek conditional approval of the TSX Venture Exchange (the “TSXV“) for the listing of the common shares of the resulting entity of the Proposed Transaction and seek to close a private placement of common shares of the Company or a financing entity for gross proceeds of at least $4 million (the “Private Placement“), following closing of the Proposed Transaction. There can be no assurance that the Proposed Transaction or the Private Placement will be completed as proposed or at all.

The Company and Can-America are aiming to list the common shares of the Company on the TSXV following the completion of the Proposed Transaction and the completion of the Private Placement. A filing statement will be prepared and filed in accordance with the policies of the TSXV.

The Company and Can-America will provide further details upon the closing of each of the Proposed Transaction and the Private Placement and will make available all information, including financial information as required by the TSXV and will provide at a later date, in a press release, the required disclosure.

Offering

Pursuant to the Offering, each Unit is comprised of one common share (a “Common Share“) and one-half of one Common Share purchase warrant (each whole warrant, a “Warrant“), with each Warrant exercisable for one additional Common Share at a price of $0.60 for a period of 36 months from the closing of the Offering.

Finder’s fees consisting of an aggregate cash commission of $14,952.28 and 37,380 warrants to purchase Common Shares (“Finder Warrants“) were paid by the Company in connection with the Offering. The finder’s fees represent 6.0% of the aggregate proceeds raised and 6.0% of the Units issued to certain subscribers introduced to the Company by finders. Each Finder Warrant will entitle the holder to acquire one Common Share at a price of $0.40 for a period of 24 months from the closing of the Offering.

The securities issued in connection with the Offering are subject to a statutory hold period of four months plus one day from the date of completion of each closing date of the Offering, in accordance with applicable securities legislation.

In connection with closing of the Offering, 150,000 Units were subscribed for by a related party of the Company (as such term is defined in Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101“)). The participation of the related party in the Offering constitutes a “related party transaction” within the meaning of MI 61-101. The Company is relying upon exemptions from the formal valuation and minority approval requirements of MI 61-101 based on a determination that the fair market value of the Offering is not more than $2,500,000 and the fact the Company is not listed on a specified market set out in section 5.5(b) of MI 61-101.

The Company intends to close a second tranche of the Offering in the coming weeks.

For more information concerning the Company, please refer to the Company’s profile on the SEDAR website at www.sedar.com.

ABOUT GREEN LIGHT
Green Light’s mission is to expand known mineral resources and make new discoveries on one of North America’s most prolific yet underexplored volcanogenic massive sulfide (“VMS“) greenstone belts – the Penokean Volcanic Belt (the “Belt“) in Wisconsin, USA. The Belt’s deposits are rich in the clean energy metals copper and zinc, as well as gold, that are required to power the imminent green, low carbon economy. The Company’s strategy is to capitalize on its first mover advantage to consolidate, secure, and drill dominant land positions.

Green Light is committed to operating in a responsible and sustainable manner that benefits our local communities, bolsters national security, and assists in building and securing crucial US supply chains, all while protecting the environment. The Company has established an ESG Committee and is fully committed to transparency, accountability, environmental stewardship, safety and community engagement.

The Company’s key assets on the Belt are the Reef gold-copper and Bend copper-gold properties, each of which contains known historical resources with the potential for expansion. In addition, upon consummation of the amalgamation with Can-America, the Company will control two additional prospective properties in Wisconsin – Lobo and Black. Outside of Wisconsin, the Company will control the Kalium Canyon property, an exciting epithermal gold prospect located in the Walker Lane District of Nevada, upon consummation of the amalgamation with Can-America.

For further information, please contact:

Dan Colton
President & CEO, Director
(612) 839-8286
[email protected]

David Carew
CFO & Corporate Secretary
(416) 786-4867
[email protected]

Forward-Looking Information

Certain statements contained in this news release constitute forward-looking information. These statements relate to future events or future performance. The use of any of the words “intend”, “aim”, “may”, “will”, “expect”, and similar expressions and statements relating to matters that are not historical facts are intended to identify forward-looking information and are based on the Company’s current beliefs or assumptions as to the outcome and timing of such future events. In particular, this news release contains forward-looking information relating to the Proposed Transaction, the Private Placement and associated transactions (the “Transactions“), including statements regarding the terms and conditions of the Transactions, the anticipated timing and completion of the Transactions, the sum of the Private Placement, the listing of the Company’s common shares on the TSXV and the timing and requirements of such listing, and the closing of a second tranche of the Offering. Although the Company and Can-America believe in light of the experience of its officers and directors, current conditions and expected future developments and other factors that have been considered appropriate that the expectations reflected in this forward-looking information are reasonable, undue reliance should not be placed on them because the Company and Can-America can give no assurance that they will prove to be correct. Readers are cautioned to not place undue reliance on forward-looking information. Actual results and developments may differ materially from those contemplated by these statements depending on, among other things, the risk that the parties will not proceed with the Transactions, the ultimate terms of the Transactions differing from those that currently are contemplated, and the Transactions not being successfully completed for any reason (including the failure to obtain the required shareholder and regulatory approvals or clearances). The statements in this press release are made as of the date of this release. The Company and Can-America undertake no obligation to comment on analyses, expectations or statements made by third-parties in respect of the Company, Can-America, their securities, or their respective financial or operating results (as applicable).

There can be no assurance that the Transactions or a listing on the TSXV will be completed as proposed or at all.

This press release is not an offer of the securities for sale in the United States. The securities may not be offered or sold in the United States absent registration or an available exemption from the registration requirements of the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act“) and applicable U.S. state securities laws. The Company will not make any public offering of the securities in the United States. The securities have not been and will not be registered under the U.S. Securities Act.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful.

Neither the TSX Venture Exchange, Inc. nor its Regulation Services Provider (as that term is defined in the polices of the TSX Venture Exchange) has in any way passed upon the merits of the Proposed Transaction and associated transactions and neither of the foregoing entities has in any way approved or disapproved of the contents of this press release and accepts no responsibility for the adequacy or accuracy of this release.

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.

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