Magnum closes two private placements for $978,000 Magnum closes two private placements for $978,000
2021-10-07 14:22 ET - News Release
Mr. Douglas Mason reports
MAGNUM GOLDCORP INC. CLOSES NON-BROKERED PRIVATE PLACEMENTS
Further to its news releases dated Aug. 18, 2021, Sept. 2, 2021, and Sept. 28, 2021, Magnum Goldcorp Inc. has closed both its flow-through private placement and its non-flow-through private placement. The Company has raised a total of $978,000 through the issuance of 12.26 million non-flow-through unit at five cents per NFT Unit and 6,083,333 flow-through shares at six cents per FT Share. Each NFT Unit consisted of one common share and one share purchase warrant, with each warrant entitling the holder to purchase an additional common share for a period of 5 years at an exercise price of $0.10. The warrants are subject to an acceleration right that allows the Company to give notice of an earlier expiry date if the Company's share price on the TSX Venture Exchange is equal to or greater than $0.25 for a period of 20 consecutive trading days.
With respect to these private placements, the Company paid finders' fees to Canaccord Capital Corp. and Echelon Capital Markets in the total amount of $46,010.
The Company intends to use the proceeds from these private placements for further exploration on its LH property and for general working capital purposes.
Certain insiders of the Company purchased an aggregate of 1,465,000 FT Shares and 3,550,000 NFT Units under the private placements, constituting, to that extent, a "related party transaction" within the meaning of Exchange Policy 5.9 and Multilateral Instrument 61-101 ("MI 61-101"). The Company has relied on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 (and Policy 5.9) contained in sections 5.5(b) and 5.7(1)(b) of MI 61-101 in respect of such insider participation. The Company did not file a material change report more than 21 days before the expected closing of the private placements, as the details and amounts of the insider participation were not finalized until closer to the closing and the Company wished to close the transaction as soon as practicable for sound business reasons.
Early Warning Disclosure
Douglas L. Mason, along with Waterfront Capital Partners Inc. and Beachfront Enterprises GP Ltd., companies that Mr. Mason beneficially owns, directly or indirectly, or has control or direction over, acquired 665,000 FT Shares for aggregate consideration of $39,900 and 2,650,000 NFT Units for aggregate consideration of $132,500 pursuant to the Offering. Prior to the Offering, the Mason Entities owned 913,732 Common Shares and held 10,000 options to acquire Common Shares ("Options") and 1,200,000 warrants ("Warrants"), representing approximately 13.37% of the issued and outstanding Common Shares on a partially diluted basis assuming the exercise of the Mason Entities' options and the settlement of the Mason Entities' Warrants into Common Shares. Following the Offering, the Mason Entities own 4,228,732 Common Shares, 10,000 Options and 3,850,000 Warrants, representing approximately 18.95% of the issued and outstanding Common Shares on a partially diluted basis assuming the exercise of the Mason Entities' options and the settlement of the Mason Entities' Warrants into Common Shares.
The Common Shares were acquired by the Mason Entities for investment purposes. Mason and the Mason Entities have a long-term view of the investment and may acquire additional securities of Magnum, including on the open market or through private acquisitions, or sell securities of Magnum, including on the open market or through private dispositions, in the future depending on market conditions, reformulation of plans and/or other relevant factors. A copy of Mason's early warning report will appear on Magnum's profile on SEDAR and may also be obtained by emailing scanner@waterfrontgroup.com.