Flow Metals Announces Closing of Shares for Debt

Flow Metals Corp. (CSE: FWM) (‘Flow Metals’ or the ‘Company’) is pleased to announce that, further to its news release dated January 23, 2026, it has closed a debt settlement transaction (the ‘Debt Settlement’) with certain insiders’ of the Company pursuant to which the Company settled CAD$78,000 of indebtedness by issuing 1,200,000 common shares of the Company (the ‘Common Shares’) at a deemed price of C$0.065 per Common Share.

In accordance with applicable securities laws, the securities issued pursuant to the Debt Settlement are subject to a four month and one day hold period expiring on May 31, 2026.

Insider Participation: Two insiders of the Company participated in the Debt Settlement and were issued an aggregate of 1,200,000 Common Shares. Such participation constitutes a ‘related party transaction’ within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (‘MI 61-101’). The Company has relied on the exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 set out in sections 5.5(a) and 5.7(1)(a) of MI 61-101, on the basis that neither the fair market value of the securities issued to, nor the consideration paid by, the related party exceeded 25% of the Company’s market capitalization, as determined in accordance with MI 61-101.

About Flow Metals

Flow Metals is a Canadian mineral exploration company focused on grassroots copper and gold discovery in mining-friendly jurisdictions. New Brenda is a copper-silver-molybdenum porphyry project in British Columbia’s Quesnel terrane and Sixtymile is a Yukon gold project in the historic Sixtymile gold district.

Forward-Looking Information

This press release may include ‘forward-looking information’ (as that term is defined by Canadian securities legislation), concerning the Company’s business. Forward-looking information is based on certain key expectations and assumptions made by the Company’s management, including future plans for the exploration and development of its mineral properties, future production, reserve potential, and events or developments that the Company expects. Although the Company believes that such expectations and assumptions are reasonable, investors should not rely unduly on such forward-looking information as the Company can give no assurance, they will prove to be correct. Forward-looking statements in this press release are made as of the date of this press release. The Company disclaims any intent or obligation to publicly update any forward looking information (whether because of new information, future events or results, or otherwise) other than as required by applicable securities laws. There are several risk factors that could cause future results to differ materially from those described herein. Information identifying risks and uncertainties is contained in the Company’s filings with the Canadian securities regulators, which filings are available at www.sedarplus.ca.

The Canadian Securities Exchange (operated by CNSX Markets Inc.) has neither approved nor disapproved of the contents of this news release.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/282236