Treasury Metals Closing $4.0 Million Offering

TSX: TML

TORONTO, May 18, 2016 /CNW/ - Treasury Metals Inc. ("Treasury Metals" or the "Company") is pleased to announce that it is completing its previously announced brokered private placement financing, including the exercise of the over-allotment option, prior to the opening of the market this morning, for aggregate gross proceeds of $3.0 million (the "Offering") with Haywood Securities Inc. acting as agent (the "Agent"). The Offering consists of 6,258,000 units of the Company ("Units") at a price of C$0.48 per Unit.

In addition, the Company is selling, on a non-brokered basis, an additional 2,083,333 Units to a strategic financial investor (the "Non-Brokered Offering") for additional gross proceeds to the Company of $1 million, resulting in total gross proceeds raised under the Brokered Offering and the Non-Brokered Offering (collectively, the "Combined Offering") of $4.0 million.

Each Unit sold under the Combined Offering consists of one common share of the Company and one half of one common share purchase warrant (each whole warrant, a "Warrant"). Each Warrant shall be exercisable into one common share of the Company at an exercise price of $0.70 for a period of 24 months from the date of issuance. 

The net proceeds of the Combined Offering will be used to fund technical programs and mine permitting of the Company's Goliath Gold Project and for working capital and general corporate purposes.

The Company is paying a cash commission of $170,150 and issuing an aggregate of 351,480 compensation options (the "Compensation Options") to the Agent in connection with the Brokered Offering. The Compensation Options are exercisable for 24 months following the closing date at an exercise of $0.70 per common share.

The common shares and Warrants comprising the Units, the Compensation Options, and any shares issued upon due exercise of the Warrants and Compensation Options, will be subject to a four-month hold period under applicable securities laws in Canada.

In addition to relying upon other available prospectus exemptions to effect the private placement, a portion of the Brokered Offering is being completed in accordance with the exemption set out in BC Instrument 45-536 (Exemption from prospectus requirement for certain distributions through an investment dealer) (the "Investment Dealer Exemption"). In accordance with the requirements of the Investment Dealer Exemption, the Company confirms there is no material fact or material change related to the Company which has not been generally disclosed. The Company is issuing this press release announcing its intention to complete the Brokered Offering in accordance with the requirements of the Investment Dealer Exemption.

This news release does not constitute an offer to sell or a solicitation of an offer to buy the securities described herein in the United States. The securities described herein have not been and will not be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States or to the account or benefit of a U.S. person absent an exemption from the registration requirements of such Act.

To view further details about the Goliath Gold Project or Treasury Metals, please visit the Company's website at www.treasurymetals.com.

Forward-looking Statements

This release includes certain statements that may be deemed to be "forward-looking statements". All statements in this release, other than statements of historical facts, that address events or developments that management of the Company expect, are forward-looking statements. Actual results or developments may differ materially from those in forward-looking statements. Treasury Metals disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, save and except as may be required by applicable securities laws.

SOURCE Treasury Metals Inc.

Greg Ferron, Vice President, Corporate Development, T: 1.416.214.4654, [email protected]; Martin Walter, President and Chief Executive Officer, T: 1.416.214.4654, [email protected]