FORM 51-102F3 MATERIAL CHANGE REPORT FORM 51-102F3 MATERIAL CHANGE REPORT
Item 1 Name and Address of Company
Harte Gold Corp. (the “Company”) 8 King Street East, Suite 1700 Toronto, Ontario, M5C 1B5
Item 2 Date of Material Change
February 18 and 19, 2020.
Item 3 News Release
The Company issued a news release disclosing the material change through the facilities of Canadian Newswire on February 18, 2020 and February 19, 2020 and filed each news release on SEDAR with the securities regulatory authorities in each of the provinces and territories of Canada under the Company’s profile at www.sedar.com.
Item 4 Summary of Material Change
On February 19, 2020, the Company announced the pricing of its overnight marketed brokered private placement of flow-through common shares (which was announced on February 18, 2020) and the entering into of an underwriting agreement (the “Underwriting Agreement”), with a syndicate of underwriters led by Canaccord Genuity Corp. and Haywood Securities, and including CIBC Capital Markets and BNP Paribas (Canada) Securities Inc. (collectively, the “Underwriters”), pursuant to which the Underwriters agreed to purchase 168,750,000 common shares of the Company (the “Offering”) that qualify as “flow-through shares” within the meaning of the Income Tax Act (Canada) (each a “Flow-Through Share”) at a price of $0.16 per Flow-Through Share for aggregate gross proceeds to the Company of $27,000,000.
Item 5 Full Description of Material Change
5.1 Full Description of Material Change
On February 19, 2020, the Company announced the pricing of its overnight marketed brokered private placement of flow-through common shares (which was announced on February 18, 2020) and the entering into of an Underwriting Agreement with the Underwriters, pursuant to which the Underwriters agreed to purchase Flow-Through Shares at a price of $0.16 per Flow-Through Share for aggregate gross proceeds to the Company of approximately $27,000,000.
The gross proceeds from the Offering will be used to incur eligible Canadian development expenses (as such term is defined in the Income Tax Act (Canada)) related to the Company’s assets in Ontario. The Company will renounce qualifying expenditures in favour of the subscribers of the Flow-Through Shares effective on several dates ending no later than June 30, 2021.
-2-
All securities issued in the Offering will be subject to a statutory four-month hold period. The closing of the Offering is subject to receipt of all regulatory approvals, including approval of the Toronto Stock Exchange. The Offering is expected to close on or about March 11, 2020.
5.2 Disclosure for Restructuring Transactions
Not applicable.
Item 6
Not applicable.
Item 7
Not applicable.
Item 8
Reliance on subsection 7.1(2) of National Instrument 51-102
Omitted Information
Executive Officer
The following senior officer of the Company is knowledgeable about the material change described in this report:
Timothy N. Campbell
Executive Vice President and Secretary Telephone: 416-368-0999
Item 9 Date of Report
February 25, 2020
CAUTION CONCERNING FORWARD-LOOKING STATEMENTS
This report contains forward-looking statements within the meaning of applicable Canadian securities laws that involve known and unknown risks and uncertainties, most of which are beyond the Company’s control. Should one or more of the risks or uncertainties underlying these forward-looking statements materialize, or should assumptions underlying the forward-looking statements prove incorrect, actual results, performance or achievements could vary materially from those expressed or implied by the forward-looking statements. Accordingly, undue reliance should not be placed on these forward-looking statements. The forward-looking statements contained herein are made as of the date of this report and, other than as required by applicable securities laws, the Company does not assume any obligation to update or revise it to reflect new events or circumstances. The forward-looking statements contained in this report are expressly qualified by this cautionary statement.