Mink Ventures Announces Update on Private Placement

Toronto, Ontario–(Newsfile Corp. – December 5, 2022) – Mink Ventures Corporation (TSXV: MINK.P) (“Mink” or the “Company“) is pleased to provide an update on the terms of its previously announced non-brokered private placement (the “Offering“) in connection with its proposed qualifying transaction (the “Qualifying Transaction“) with Voltage Metals Corp. (CSE:VOLT).

The Offering will consist of both hard dollar subscription receipts (each, a “HD Subscription Receipt“) at a price of $0.14 per HD Subscription Receipt and flow-through subscription receipts (each, an “FT Subscription Receipt“) at a price of $0.17 per FT Subscription Receipt.

Mink will offer a minimum of 2,821,428 HD Subscription Receipts and a maximum of 4,285,714 HD Subscription Receipts for gross proceeds of $395,000, in the case of the minimum offering, and up to $600,000 in the case of the maximum offering. Each HD Subscription Receipt shall entitle the holder thereof to receive, upon the satisfaction or waiver of certain escrow release conditions (the “Escrow Release Conditions“) prior to the date that is 120 days from the closing of the Offering (the “Escrow Release Deadline“), including all conditions precedent to the Qualifying Transaction being satisfied, and without payment of additional consideration therefor, one (1) unit of the Company (each, a “HD Unit“). Each HD Unit will consist of one (1) common share and one (1) common share purchase warrant of the Company (each, a “HD Warrant“). Each HD Warrant shall entitle the holder thereof to acquire one (1) common share of the Company for a period of thirty-six (36) months from the date of issuance at an exercise price of $0.20 for the first eighteen (18) months and an exercise price of $0.25 for the remaining eighteen (18) months.

Mink will also offer a minimum of 2,823,529 FT Subscription Receipts and a maximum of 3,529,411 FT Subscription Receipts for gross proceeds of $480,000, in the case of the minimum offering, and up to $600,000 in the case of the maximum offering. Each FT Subscription Receipt shall entitle the holder thereof, upon the satisfaction or waiver of the Escrow Release Conditions prior to the Escrow Release Deadline, and without additional consideration therefor, to subscribe for one (1) unit of the Company (each, a “FT Unit“) pursuant to a flow-through subscription and renunciation agreement. Each FT Unit will consist of one (1) common share of the Company issued on a flow-through basis and one (1) common share purchase warrant of the Company also issued on a flow-through basis (each, a “FT Warrant“). Each FT Warrant shall entitle the holder thereof to acquire one (1) common share of the Company for a period of thirty-six (36) months from the date of issuance at an exercise price of $0.20 for the first eighteen (18) months and an exercise price of $0.25 for the remaining eighteen (18) months (for greater certainty, common shares issued upon exercise of the FT Warrants will not be issued on a flow-through basis).

The HD Subscription Receipts and FT Subscription Receipts will be offered pursuant to the terms of subscription receipt agreements to be entered into between Mink and Odyssey Trust Company as subscription receipt agent.

In connection with the Offering, finders may be paid a cash commission of 8% and a number of finder’s warrants equal to 8% of the subscription receipts sold to investors introduced by the finder, each such finder’s warrant entitling the holder to purchase one (1) common share of the Company for a period of thirty-six (36) months from the date of issuance at an exercise price of $0.20 for the first eighteen (18) months and an exercise price of $0.25 for the remaining eighteen (18) months.

The Offering will be marketed (i) to investors in each of the provinces of Canada on a private placement basis; (ii) to investors in the United States pursuant to available exemptions from the registration requirements of the United States Securities Act of 1933, as amended; and (iii) to investors resident in jurisdictions outside of Canada and the United States, in each case, in accordance with all applicable laws, provided that no prospectus, registration statement or similar document is required to be filed in such foreign jurisdiction. The Offering is expected to close on or about December 20, 2022, or such other date as the Company may determine. Closing of the Offering is subject to the approval of the TSXV.

This press release does not constitute an offer to sell or a solicitation of an offer to buy the Subscription Receipts in any jurisdiction, nor will there be any offer or sale of the Subscription Receipts in any jurisdiction in which such offer, solicitation or sale would be unlawful. The Subscription Receipts have not and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act“), or any U.S. state securities laws and, therefore, may not be offered or sold to, or for the benefit or account of, persons within the United States or “U.S. persons” (as such term is defined in Regulation S under the U.S. Securities Act) except pursuant to exemptions from the registration requirements of the U.S. Securities Act and applicable state securities laws.

Upon completion of the Qualifying Transaction, the net proceeds of the Offering are anticipated to be used to fund the phase one work program on the Montcalm Ni-Cu-Co project and for general and administrative operating expenses.

All securities issued in connection with the Offering will be subject to a four month and one day statutory hold period running from the date of issue of the Subscription Receipts.

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About Mink Ventures Corporation:
Mink Ventures Corporation is a Capital Pool Company that has acquired an option to earn an 80% interest in the Montcalm Ni-Cu-Co project as its Qualifying Transaction property (see press releases dated June 27, August 11, October 5, 2022 and October 19, 2022). The Company currently has 8,367,500 shares outstanding.

For further information about Mink Ventures Corporation please contact Natasha Dixon, President & CEO, T: 250-882-5620 E ndixon@minkventures.com or Kevin Filo, Director, T: 705-266-6818 or visit www.sedar.com.

Forward-Looking Statements
This press release includes certain “forward-looking statements” under applicable Canadian securities legislation. Forward-looking statements include, but are not limited to, statements with respect to the future business and operations of Mink and the final approval and completion of the Offering and the Qualifying Transaction. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to, general business, economic, competitive, political and social uncertainties; risk that the minimum Offering will not be satisfied; risk that the commodity price of base metals will decline making the Company less attractive to investors; and the delay or failure to receive applicable Board or regulatory approvals. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. These forward-looking statements are made as of the date hereof and Mink disclaims any intent or obligation to update publicly any forward-looking statements, whether as a result of new information, future events or results or otherwise, except as required by applicable securities laws.

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.

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