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Surface Metals Inc. — Capital/Financing Update 2025
May 21, 2025
47518_rns_2025-05-21_86794765-4130-44d4-a21d-a32a48e987df.pdf
Capital/Financing Update
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FORM 51-102F3
MATERIAL CHANGE REPORT
Item 1. Name and Address of Company
Surface Metals Inc.
318 - 1199 W Pender Street
Vancouver, British Columbia V6E 2R1
Item 2. Date of Material Change
May 21, 2025
Item 3. News Release
The news release was disseminated through Newsfile Corp. on May 21, 2025
Item 4. Summary of Material Change
The Company has completed the non-brokered private placement (the "Offering") described in its news release on May 5, 2025
Item 5. Full Description of Material Change
5.1 Full Description of Material Change
See Schedule "A" attached hereto
5.2 Disclosure for Restructuring Transactions
Not applicable.
Item 6. Reliance on Subsection 7.1(2) of National Instrument 51-102
Not applicable.
Item 7. Omitted Information
None.
Item 8. Executive Officer
Contact: Stephen Hanson
Title: Director, Chief Executive Officer and President
Telephone: (604) 564-9045
Email: [email protected]
Item 9. Date of report
May 21, 2025
Schedule "A"
SURFACE METALS
NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. WIRE SERVICES
Surface Metals Inc. Announces Closing of Second and Final Tranche of Private Placement Financing
Vancouver, BC – May 21, 2025 – Surface Metals Inc. (CSE:SUR) (OTCQB: ACLHD) (the "Company", or "Surface Metals") announced today that the Company has closed a second and final tranche of its non-brokered private placement financing, previously announced on May 5, 2025. The Company issued 5,350,000 units (the "Units") at $0.055 CAD per Unit for proceeds of $294,500 CAD. This second tranche brings the total financing to 17,435,000 Units for aggregate gross proceeds of $958,925.
Each Unit is comprised of one (1) common share and one-half of one (1) transferable common share purchase warrant, with each whole warrant entitling the holder to purchase one additional common share at a price of $0.07 for three (3) years from closing of the Offering.
The Issuer intends to use the proceeds of the offering to fund exploration at its Nevada gold and lithium projects, as well as for general working capital purposes.
All securities that are issued pursuant to the offering are subject to, among other things, a hold period of four months and one day in accordance with applicable Canadian securities laws. No finder's fees were paid in connection with the second tranche closing.
About Surface Metals Inc.
Surface Metals Inc. is a mineral exploration company focused on acquiring, exploring, and developing battery and precious metal projects in partnership with leading technology and commodity companies in North America. Surface Metals holds a 90% interest in the Cimarron Gold Project in Nye County, Nevada, and through its US subsidiary, ACME Lithium US Inc., is advancing and developing a lithium brine resource at Clayton Lake Valley, Nevada and holds a sedimentary lithium claystone project at Fish Lake Valley, Nevada. Surface Metals Inc. has entered into a strategic exploration agreement with Snow Lake Resources Ltd, a leading partner, at a group of lithium projects in the pegmatite region of Shatford, Birse and Cat-Euclid Lakes in southeastern Manitoba.
On behalf of the Board of Directors
Steve Hanson
Chief Executive Officer, President, and Director
Telephone: (604) 564-9045
[email protected]
Neither the CSE nor its regulations service providers accept responsibility for the adequacy or accuracy of this news release. This news release contains certain statements which may constitute forward-looking information within the meaning of applicable securities laws ("forward-looking statements"). These include statements regarding the amount of funds to be raised under the Offering, and the use of such funds. There is no guarantee the Offering will be completed on the terms outlined above, or at all. Use of funds is subject to the discretion of the Company's board of directors, and as such may be used for purposes other than as set out above. Any forward-looking statement speaks only as of the date it is made and, except as may be required by applicable securities laws, the Company disclaims any intent or obligation to update any forward-looking statement, whether as a result of new information, future events or results or otherwise.