26 August 2013

Transition Metals Finalizes Options Pricing and Capital Structure

Posted in 2013

Sudbury, August 26, 2013 – Project generator Transition Metals Corp. (XTM – TSX.V) ("Transition", "the Company"), is pleased to announce it has finalized the pricing of its stock options, and confirmed its share capital, after completing the plan of arrangement ("Arrangement") to combine its business with HTX Minerals Corp. ("HTX"), a privately-held project generator, on August 14, 2013.

Stock Option Pricing
The exercise price of the options is $0.23, and was calculated according to TSX Venture Exchange policies as the greater of (1) the five-day volume-weighted average closing price of Transition Metals shares (August 19-23, 2013) plus a 20% premium, and (2) $0.20.  The options, which have been granted to employees, directors and consultants, will be exercisable until August 14, 2018, five years from the date of the Arrangement.

On August 26th, 2,913,158 warrants expire, out of the money. The remaining 1,116,600 Transition warrants have an exercise price of $0.20 and an expiry date of August 14, 2016.

Share Capital
The final capital structure of Transition Metals has now been established as:

  • Common Shares Issued   25,756,542
  • Options                               1,007,375
  • Warrants                             1,116,600
  • Fully diluted                      27,880,517

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 company 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 significant portion of higher-risk drilling and exploration, allowing Transition to conserve capital and minimize shareholder's equity dilution. The company, which went public in 2011, has an expanding portfolio that currently includes 30 gold, copper, nickel and platinum projects primarily in Ontario, Nunavut and Saskatchewan.

Cautionary Note on Forward-Looking Information
Except for statements of historical fact contained herein, the information in this news release constitutes "forward-looking information" within the meaning of Canadian securities law. Such forward-looking information may be identified by words such as "plans", "proposes", "estimates", "intends", "expects", "believes", "may", "will" and include without limitation, statements regarding estimated capital and operating costs, expected production timeline, benefits of updated development plans, foreign exchange assumptions and regulatory approvals. There can be no assurance that such statements will prove to be accurate; actual results and future events could differ materially from such statements. Factors that could cause actual results to differ materially include, among others, metal prices, competition, risks inherent in the mining industry, and regulatory risks. Most of these factors are outside the control of the Company. Investors are cautioned not to put undue reliance on forward-looking information. Except as otherwise required by applicable securities statutes or regulation, the Company expressly disclaims any intent or obligation to update publicly forward-looking information, whether as a result of new information, future events or otherwise.

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.

Further information is available on the Company website at www.transitionmetalscorp.com, or by contacting:

Scott McLean
President and CEO
Transition Metals Corp.
Tel: (705) 669-0590

George McTaggart
VP Investor Relations & Marketing
Transition Metals Corp.
Tel: (705) 669-0590