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EnGold Mines Ltd. — Capital/Financing Update 2021
Aug 11, 2021
44036_rns_2021-08-11_88cc37b4-545e-49af-b521-3871b553966b.pdf
Capital/Financing Update
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BC FORM 51-102F3
MATERIAL CHANGE REPORT
REPORTING ISSUER
Engold Mines Ltd. 488 – 1090 West Georgia Street Vancouver, BC V6E 3V7
Date of Material Change
August 11, 2021
Press Release
A press release announcing the following material change was released on August 11, 2021 in Vancouver, BC through the facilities of Newsfile and Stockwatch pursuant to 85(1) of the BC Securities Act.
Summary of Material Change
The Issuer reports that it has closed the first tranche of its previously announced $8,000,000 non-brokered flow-through financing, resulting in proceeds to the Company of $4,000,000 (the “First Tranche Financing”). Pursuant to the closing of the First Tranche Financing, the Company issued 8,000,000 units at a price of $0.50 per unit. Each unit consists of one flowthrough common share and one half of one warrant, whereby each whole warrant will entitle the holder to purchase one non-flow-through common share at a price of $0.75 per share for a period of two years. The final $4,000,000 tranche of the non-brokered flow-through financing is expected to close on or before September 3, 2021.
Mr. Anton Novak, an insider of the Company, subscribed for the full amount of the First Tranche Financing. Participation of insiders of the Company in the financing constitutes a related party transaction as defined under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company has relied on the exemption from the formal valuation requirements of Section 5.4 of MI 61-101 pursuant to Subsection 5.5(c) of MI 61-101. Minority shareholder approval of Mr. Novak’s participation in the non-brokered flowthrough financing was obtained at the Company’s Annual General and Special Meeting which took place on July 26, 2021 (the “Meeting”). At the Meeting, the Company’s shareholders (excluding votes of Mr. Novak) approved the creation of Mr. Novak as a control person. Following the closing of the First Tranche Financing, Mr. Novak has become a control person of the Company, holding in aggregate 34.1% of the Company’s issued and outstanding common shares.
Full Description of Material Change
See attached News Release
Reliance on Subsection 7.1(2) or (3) of National Instrument 51-102
The Issuer is not relying on Subsection 7.1(2) or (3) of National Instrument 51-102
Omitted Information
There have been no omissions to this report.
Executive Officer
David H. Brett (604) 682-2421
DATED this 11th day of August 2021 in Vancouver, BC Canada
Engold Mines Ltd.
“David H. Brett”
David Brett, President & CEO
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EnGold Closes $4 Million First Tranche of $8 Million Non-Brokered Flow-Through Financing
For Immediate Release . August 11, 2021. Vancouver, BC. David H. Brett, President & CEO, EnGold Mines Ltd., (TSX-V: EGM, “EnGold” or the “Company”) reports that the Company has closed the first tranche of its previously announced $8,000,000 nonbrokered flow-through financing, resulting in proceeds to the Company of $4,000,000 (the “First Tranche Financing”). Pursuant to the closing of the First Tranche Financing, the Company issued 8,000,000 units at a price of $0.50 per unit. Each unit consists of one flow-through common share and one half of one warrant, whereby each whole warrant will entitle the holder to purchase one non-flow-through common share at a price of $0.75 per share for a period of two years. The final $4,000,000 tranche of the non-brokered flow-through financing is expected to close on or before September 3, 2021.
The proceeds from the First Tranche Financing will be used to explore the Company’s 100% owned Lac La Hache Copper-Gold Project in the Cariboo region of BC. The securities issued under the First Tranche Financing are subject to a mandatory hold period expiring on December 12, 2021.
Mr. Anton Novak, an insider of the Company, subscribed for the full amount of the First Tranche Financing. Participation of insiders of the Company in the financing constitutes a related party transaction as defined under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company has relied on the exemption from the formal valuation requirements of Section 5.4 of MI 61101 pursuant to Subsection 5.5(c) of MI 61-101. Minority shareholder approval of Mr. Novak’s participation in the non-brokered flow-through financing was obtained at the Company’s Annual General and Special Meeting which took place on July 26, 2021 (the “Meeting”). At the Meeting, the Company’s shareholders (excluding votes of Mr. Novak) approved the creation of Mr. Novak as a control person. Following the closing of the First Tranche Financing, Mr. Novak has become a control person of the Company, holding in aggregate 34.1% of the Company’s issued and outstanding common shares.
About EnGold
EnGold is a Vancouver-based copper, gold, silver, magnetite exploration company focused solely on its 100% owned Lac La Hache property in the Cariboo region of BC which hosts the Spout Copper Deposit, the Aurizon Gold Deposit and the G1 Copper Deposit and other targets within a large porphyry mineralizing system. With world class infrastructure at its doorstep, Lac La Hache is a great location to be exploring.
EnGold Mines Ltd.
David Brett
President & CEO
For further info contact David Brett, 604-682-2421 or [email protected]
This news release contains “forward ‐ looking statements” within the meaning of Canadian securities legislation. Forward ‐ looking statements include, but are not limited to, the expected use of proceeds of the financing. Such statements and information are based on numerous assumptions regarding present and future business strategies and the environment in which EnGold will operate in the future. Certain important factors that could cause actual ‐ results, performances or achievements to differ materially from those in the forward looking statements include, amongst others, the global economic climate, dilution, share price volatility and competition. Although EnGold has attempted to identify important factors that could cause actual results to differ materially from those contained in forward ‐ looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward ‐ looking statements. EnGold does not undertake to update any forward ‐ looking statements, except in accordance with applicable securities laws.