Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

ELECTRUM DISCOVERY CORP Capital/Financing Update 2024

Jan 24, 2024

44108_rns_2024-01-24_c5a2b361-e8a5-40bb-b559-67dab34cca8e.pdf

Capital/Financing Update

Open in viewer

Opens in your device viewer

NOTICE OF CHANGE IN CORPORATE STRUCTURE

Pursuant to Section 4.9 of National Instrument 51-102 Continuous Disclosure Obligations (“ NI 51-102 ”)

Item 1 Names of the Parties to the Transaction

Medgold Resources Corp. (now named Electrum Discovery Corp.) (the “ Company ”) Balkan Metals Corp. (“ BMC ”) 1397383 B.C. Ltd. (“ MergeCo ”)

Item 2 Description of the Transaction

On January 15, 2024 (the “ Closing Date ”), the Company completed its previously-announced transaction resulting in the reverse takeover of the Company by BMC, along with completion of a concurrent non-brokered private placement (the “ Private Placement ”), a 16-1 share consolidation and name change (collectively, the “ Transaction ”).

In connection with the completion of the Transaction and pursuant to the terms and conditions of an amalgamation agreement entered into between the Company, BMC and MergeCo, a wholly-owned subsidiary of the Company, dated January 27, 2023, as amended (the “ Amalgamation Agreement ”):

  1. On the Closing Date, the issued and outstanding common shares of the Company were consolidated (the “ Consolidation ”) on the basis of one (1) post-Consolidation common share for every 16 pre-Consolidation common shares;

  2. BMC completed the Private Placement consisting of the sale of 21,600,000 subscription receipts (“ Subscription Receipts ”) at a price of $0.10 per Subscription Receipt to raise gross proceeds of $2,160,000. Prior to the completion of the Transaction, each of the 21,600,000 Subscription Receipts were automatically converted into one common share of BMC and one common share purchase warrant of BMC. Each such BMC common share and BMC share purchase warrant was exchanged pursuant to the Amalgamation (hereinafter defined) for one common share of the Company and one common share purchase warrant of the Company, respectively (on a post-Consolidation basis);

  3. the Company completed a three-cornered amalgamation (the “ Amalgamation ”) under the Business Corporations Act (British Columbia) with BMC and MergeCo pursuant to which BMC and MergeCo amalgamated and the Company issued 54,888,763 common shares of the Company (on a post-Consolidation basis) to BMC shareholders in exchange for their common shares of BMC;

  4. on the Closing Date, the board of directors of the Company was reconstituted to consist of Elena Clarici, Ralph Rushton, Eric Rasmussen and Michael Thomsen, with Elena Clarici also appointed as President and Chief Executive Officer, Kevin Bales being appointed as Chief Financial Officer and Brett Kagetsu being appointed as Corporate Secretary;

  5. on January 18, 2024, the Company changed its name to “Electrum Discovery Corp.”; and

V56341\60447366\3

  • 2 -

  • on January 23, 2024, the common shares of the Company resumed trading on the TSX Venture Exchange under the symbol “ELY”.

Item 3 Effective Date of the Transaction

January 15, 2024

Item 4 Name of Each Party, if any, that Ceased to be a Reporting Issuer after the Transaction and of each Continuing Entity

No party ceased to be a reporting issuer as a result of the Transaction. The Company continues to be a reporting issuer in British Columbia and Alberta. Neither BMC nor MergeCo was a reporting issuer prior to the completion of the Transaction.

Item 5 Date of the Reporting Issuer's First Financial Year-End Subsequent to the Transaction

Not applicable

  • Item 6 Periods, Including Comparative Periods, if any, of the Interim and Annual Financial Statements Required to be Filed for the Reporting Issuer's First Financial Year Subsequent to the Transaction

Not applicable

Item 7 Documents Filed under NI 51-102 that Described the Transaction and Where those Documents can be Found in Electronic Format

The Company filed on SEDAR the following documents:

  • (a) a news release on November 24, 2022 announcing the signing of a letter of intent in respect of the Transaction (the “ Letter of Intent ”);

  • (b) a material change report on November 29, 2022 in connection with the Letter of Intent;

  • (c) a news release on December 21, 2022 providing an update with respect to the Transaction;

  • (d) a news release on January 30, 2023 announcing the signing of the Amalgamation Agreement;

  • (e) a material change report on February 8, 2023 in connection with the signing of the Amalgamation Agreement;

  • (f) a copy of the Amalgamation Agreement disclosed on February 8, 2023;

  • (g) a news release on March 22, 2023 providing an update with respect to the Transaction;

  • (h) a technical report with an effective date of March 23, 2023 in respect of the Timok East Project;

  • (i) a news release on May 30, 2023 providing an update with respect to the Transaction;

V56341\60447366\3

  • 3 -

  • (j) a news release on July 13, 2023 announcing the conditional acceptance of the Transaction by the TSX Venture Exchange;

  • (k) a management information circular dated as of July 13, 2023 with respect to the annual general and special meeting of the Company;

  • (l) an amended management information circular dated as of July 14, 2023 with respect to the annual general and special meeting of the Company;

  • (m) a news release on September 5, 2023 announcing shareholder approval of the Transaction;

  • (n) a news release on October 6, 2023 providing an update with respect to the Transaction;

  • (o) a news release on December 6, 2023 providing an update with respect to the Transaction;

  • (p) a news release on January 18, 2024 announcing the closing of Transaction and related matters; and

  • (q) a material change report on January 24, 2024 in connection with the closing of the Transaction.

DATED: January 24, 2024.

V56341\60447366\3