Vancouver, BC – TheNewswire – June 27, 2025 – Quantum Critical Metals Corp. (TSX.V: LEAP | OTCQB: ATOXF | FSE: 86A1) (“Quantum” or the “Company”) announces that, further to its news release date June 19, 2025, the Company has closed the first tranche of its non-brokered private placement financing (the “Offering”) raising gross proceeds of $1,029,100 pursuant to the sale of 10,291,000 units (“Units”) at a price of $0.10 per Unit. Each Unit consists of one common share of the Company (each, a “Share”) and one common share purchase warrant (each, a “Warrant”). Each Warrant entitles the holder to acquire one Share at a price of $0.20 per Share until June 27, 2027.

 

The Company intends to use the net proceeds from the Offering to fund continued exploration activities on the Company’s properties in British Columbia and Quebec and for general corporate purposes.

 

Closing of the Offering is subject to certain conditions, including the final approval of the TSX Venture Exchange (the “TSXV”) and certain other conditions customary for a private placement of this nature. The Company expects to close a second and final tranche] on or about July 13, 2024. All securities issued pursuant to this tranche of the Offering are subject to a statutory four month and one day hold period from their date of issue expiring on October 28, 2025.

 

The Company paid finder’s fees consisting of $42,387 in cash fees and issued 422,870 brokers warrants in respect of subscriptions from purchasers under the Offering introduced to the Company by certain persons in accordance with the policies of, and subject to the approval of, the TSXV. Gross proceeds for Pro Group members (as such term is defined in the policies of the TSXV) in the first tranche amounted to $37,500 pursuant to the issuance of 375,000 Units.

 

Certain insiders participated in this trance of Offering and other related parties or insiders may participate in future tranches of the Offering. As a result, the Offering is considered a “related party transaction” pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Offering is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 by the application of Sections 5.5(b) and 5.7(1)(a) of MI 61-101 because the shares trade on the TSXV and the fair market value of insiders’ participation in this tranche is (and in future tranches is anticipated to be) below 25% of the Company’s market capitalization as calculated for purposes of MI 61-101. Gross proceeds from insiders participating in the first tranche amounted to $100,000 pursuant to the issuance of 1,000,000 Units.

 

The securities described herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws, and accordingly, may not be offered or sold within the United States except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities requirements or pursuant to exemptions therefrom. This press release is not an offer or a solicitation of an offer of securities for sale in the United States, nor will there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

 

About Quantum Critical Metals Corp.

 

Quantum Critical Metals Corp. (TSX.V: LEAP) (OTCQB: ATOXF) (FSE: 86A1) is a Canadian mineral exploration company focused on advancing critical metals projects that power next-generation technologies. With a growing portfolio of promising assets—including the NMX East Gallium-Rubidium-Cesium Project in Québec, the Discovery Gallium-Rubidium-Cesium and polymetallic project in Québec, the Victory Antimony Project, 4 copper projects in British Columbia, and the Prophecy Germanium-Gallium-Zinc Project in British Columbia, among others, the Company is strategically positioned to support the West’s transition to a secure and sustainable critical minerals supply.

 

To stay updated on Quantum’s latest developments, sign up for our mailing list and visit www.quantumcriticalmetals.com and www.sedarplus.ca.

 

Marcy Kiesman, CEO

 

Telephone: 604.428.2900 or 604.339.2243

Email: marcykiesman@qcritical.com 

Website: www.quantumcriticalmetals.com 

 

Forward-Looking Statements

 

This news release contains “forward‐looking information or statements” within the meaning of applicable securities laws, which may include, without limitation, statements that address Offering and the terms thereof, including the closing of future tranches of the Offering, the payment of fees in respect of the Offering and TSXV approval of the foregoing, the use of proceeds from the Offering and other statements relating to the business, financial and technical prospects of the Company. All statements in this news release, other than statements of historical facts that address events or developments that the Company expects to occur, are forward-looking statements. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in the forward-looking statements. 

 

Such forward-looking information reflects the Company’s views with respect to future events and is subject to risks, uncertainties and assumptions, including those filed under the Company’s profile on SEDAR+ at www.sedarplus.ca. Factors that could cause actual results to differ materially from those in forward-looking statements include, but are not limited to, continued availability of capital and financing and general economic, market or business conditions. The Company does not undertake to update forward‐looking statements or forward‐looking information, except as required by law.

 

Neither 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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