West Vancouver, British Columbia – October 7, 2021 – Magnum Goldcorp Inc. (the “Company” or “Magnum”) announces that further to its news releases of August 18, 2021, September 2, 2021 and September 28, 2021, the Company has now 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 12,260,000 non-flow through units (the “NFT Units”) at $0.05 per NFT Unit and 6,083,333 flow through shares (the “FT Shares”) at $0.06 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 (“Mason”) along with Waterfront Capital Partners Inc. and Beachfront Enterprises GP Ltd., companies which Mr. Mason beneficially owns, directly or indirectly, or has control or direction over, (collectively with Mason, the “Mason Entities”) 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.
For further information visit the Company’s website at www.magnumgoldcorp.com.
Magnum Goldcorp Inc.
“Douglas L. Mason”
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Douglas L. Mason, Chief Executive Officer
Neither the TSX Venture Exchange nor its Regulation Services provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
This news release includes certain statements that may be deemed “forward-looking statements” within the meaning of applicable securities legislation. All statements, other than statements of historical facts, that address such matters, including the finder’s fees that may be paid by the Company and the intended use of the proceeds of the private placement, are forward-looking statements and, as such, are subject to risks, uncertainties and other factors which are beyond he reasonable control of the Company. Such statements are not guarantees of future performance and actual results or developments may differ materially from those expressed in, or implied by, this forward-looking information. Any forward-looking statements are expressly qualified in their entirety by this cautionary statement. The information contained herein is stated as of the current date and subject to change after that date and the Company does not undertake any obligation to update publicly or to revise any of the forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by applicable securities laws.
This news release does not constitute an offer to sell or a solicitation of an offer to buy the securities described herein in the United States. The securities described herein have not been and will not be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States or to the account or benefit of a U.S. person absent an exemption from the registration requirements of such Act.