Transition Metals Announces SPC Metals has Entered into a Letter of Intent for a Proposed Reverse Take-Over of Edison Cobalt Corp

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[{"type":"text","content":" Sudbury, Ontario--(Newsfile Corp. - September 9, 2019) -  Transition Metals Corp (TSXV: XTM) (\"Transition\") announces that SPC Metals (Sudbury Platinum Corporation) has entered into a non-binding Letter of Intent (\"LOI\") with Edison Cobalt Corp (TSXV: EDDY) (Edison). Transition is an Insider of SPC holding 30% of the outstanding shares of SPC. Under the terms of the non-binding LOI, Edison shares will be consolidated on a 1 for 3.55 basis and SPC shareholders will receive 1.32 Edison consolidated shares for each SPC share held through a planned share exchange. Transition's Chief Executive Officer Scott McLean commented: \"We are pleased that SPC has entered into a potential public transaction. As a Project Generator, Transition spun out SPC with the intention of providing value back to our shareholders through a liquidity event such as what SPC has developed with Edison. This transaction will add significant value to both SPC and Transition.\" Concurrently with the Proposed Transaction, the Resulting Issuer intends to complete a brokered private placement of subscription receipts (\"Subscription Receipts\") on a \"best efforts\" basis for gross proceeds of approximately $3,500,000 (the \"Private Placement\") at an offering price of $0.25 per Subscription Receipt. Each Subscription Receipt will, on the closing of the Proposed Transaction, automatically convert in to one (1) unit consisting of one (1) common share and one half of one common share purchase warrant in the capital of the Resulting Issuer. Each whole warrant is exercisable into one (1) common share in the Resulting Issuer at a price of $0.40 for 24 months following issuance. Gross proceeds will be net of any Agent's commissions and expenses incurred up to and including the Private Placement closing date. The proceeds will be deposited into escrow, pending completion of the Proposed Transaction. SPC post financing ownership will be 66% of the outstanding shares Transition currently owns 15,000,000 shares of SPC. Through the RTO transaction it is anticipated that the Company will hold 19,800,000 shares of the Resulting Issuer. Subsequent to the planned coincident financing the shareholding is estimated to represent 15% of the outstanding shares. About Sudbury Platinum Corporation Sudbury Platinum Corporation, a company 30% owned by Transition Metals Corp (TSXV...

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