Transition Metals Corp. Announces up to $1.1 Million Private Placement

SUDBURY, ON, Nov. 27, 2017 /CNW/ - Transition Metals Corp. (XTM – TSX.V) ("Transition" or "the Corporation") is pleased to announce that it intends to raise up to $1,100,000 by way of a non‑brokered private placement financing consisting of up to 7,333,333 units (the "Units") at a price of $0.15 per Unit, for gross proceeds of up to $1,100,000.  Each Unit will consist of one common share of the Corporation (each, a "Common Share") and one transferable share purchase warrant (each, a "Warrant").  Each Warrant will entitle the holder to purchase one additional Common Share for a period of 24 months from closing at a price of $0.20.  If, commencing on the date that is four months after the closing date, the closing price of the Common Shares on the TSX Venture Exchange (the "Exchange") is higher than $0.30 for 20 consecutive trading days, based on the Volume Weighted Average Price on daily closing, then on the date that is the 20th consecutive trading day (the "Acceleration Trigger Date") the expiry date of the Warrants will be accelerated to the date that is 20 business days after the Acceleration Trigger Date provided the Corporation, within three trading days of the Acceleration Trigger Date, issues a news release announcing the acceleration of the expiry date and delivers or sends by electronic transmission a copy of such news release to the Warrant holders and the finders.

A finder's fee may be paid in connection with the placement to finders, including affiliates of Sprott Inc., as determined by mutual agreement between the Corporation and the finders and subject to regulatory approval.  The finders' fee will consist of cash or Units, at the election of each finder, equal to 6% of the Units sold to investors introduced by such finder, and non‑transferable share purchase warrants equal to 6% of such Units sold to investors ("Compensation Warrants").  The Compensation Warrants will permit the purchase of one Common Share for 24 month from closing at a price of $0.20.

Proceeds from the private placement will be used for exploration and working capital purposes.  The securities issued in connection with the private placement, including any Common Shares issued upon exercise of the Warrants and Compensation Warrants, will be subject to a four month restricted resale period and applicable securities legislation hold periods outside of Canada from the Closing Date.

Completion of the private placement will be subject to all necessary approvals, including the approval of the Exchange.  There can be no assurance that the private placement will be completed as proposed or at all.

About Transition Metals Corp.

Transition Metals Corp (XTM - TSX.V) is a Canadian-based, multi-commodity project generator that specializes in converting new exploration ideas into Canadian discoveries.  The award-winning team of geoscientists has extensive exploration experience in established, emerging and historic mining camps and actively develops and tests new ideas for discovering mineralization in places that others have not looked, which often allows the Corporation to acquire properties inexpensively.  The team is rigorous in its fieldwork and combines traditional techniques with newer ones to help unearth compelling prospects and drill targets.  Transition uses the project generator business model to acquire and advance multiple exploration projects simultaneously, thereby maximizing shareholder exposure to discovery and capital gain.  Joint venture partners earn an interest in the projects by funding a portion of higher-risk drilling and exploration, allowing Transition to conserve capital and minimize shareholder's equity dilution.  The Corporation has an expanding portfolio that currently includes more than 25 gold, copper, nickel and platinum projects primarily in Ontario, Nunavut, British Columbia, Minnesota and Saskatchewan.

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 PRESS RELEASE, PROVIDED PURSUANT TO APPLICABLE CANADIAN REQUIREMENTS, IS NOT FOR DISTRIBUTION TO UNITED STATES NEWS SERVICES OR FOR DISSEMINATION IN THE UNITED STATES, AND DOES NOT CONSTITUTE AN OFFER OF THE SECURITIES DESCRIBED HEREIN. THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS ABSENT REGISTRATION OR APPLICABLE EXEMPTION FROM REGISTRATION REQUIREMENTS.

SOURCE Transition Metals Corp.

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