Black Iron Announces Closing of LIFE Offering - Seite 2

Certain insiders of the Company subscribed for a total of 700,000 Units pursuant to the Offering. The participation by insiders constitutes a “related party transaction” within the meaning of Multilateral Instrument 61-101 - Protection of Minority Shareholders in Special Transactions (“MI 61-101”). The Company has relied on applicable exemptions from the formal valuation and minority approval requirements in Sections 5.5(a) and 5.7(1)(a), respectively, of MI 61-101. No new insiders were created, nor has there been any change of control, as a result of the Offering. The Company did not file a material change report with respect to the insider participation more than 21 days before the expected closing of the Offering, as the details and amounts of the insider participation were not finalized until shortly prior to closing and the Company wished to close the transaction as soon as practicable for sound business reasons.

The Offering remains subject to the final acceptance of the Toronto Stock Exchange.

Wildeboer Dellelce LLP acted as legal counsel to Black Iron in connection with the Offering.

This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful, including any of the securities in the United States of America. The securities have not been and will not be registered under the 1933 Act or any state securities laws and may not be offered or sold within the United States or to, or for account or benefit of, U.S. persons unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration requirements is available. “United States” and “U.S. person” have the meaning ascribed to them in Regulation S under the 1933 Act.

No securities regulatory authority has either approved or disapproved the contents of this press release. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the Units in any province, state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such province, state or jurisdiction.