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EV Nickel Inc. Capital/Financing Update 2022

Jul 18, 2022

48144_rns_2022-07-18_028381be-4431-49de-aa66-5754d06eea7e.pdf

Capital/Financing Update

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FORM 51-102F3

MATERIAL CHANGE REPORT

1. Name and Address of Company

EV Nickel Inc. (" EVNI " or the " Company ") 150 King Street W Toronto, Ontario M5H 1J9

2. Date of Material Change

July 7, 2022.

3. News Release

A news release was issued by EVNI on July 7, 2022 and disseminated through the facilities of a recognized news wire service and would have been received by the securities commissions where EVNI is a reporting issuer in the normal course of its dissemination.

4. Summary of Material Change

The Company completed a non-brokered private placement offering (the “ Offering ”) of (i) 7,826,841 flow-through units of the Company (each, a " FT Unit ") at a price of C$0.18 per Unit for gross proceeds of C$1,408,831; and (ii) 3,325,000 FT Units to be sold to charitable purchasers (each, a " Charity FT Unit ") at a price of C$0.24 per Charity FT Unit for gross proceeds of C$2,206,831.

5. Full Description of Material Change

5.1 Full Description of Material Change:

Each FT Unit and Charity FT Unit consists of one common share of the Company, issued as a "flow-through share" within the meaning of the Income Tax Act (Canada) (each, a " FT Share ") and one half of one common share purchase warrant (each whole warrant, a " Warrant "). Each Warrant entitles the holder thereof to purchase one common share of the Company (each, a " Warrant Share ") at a price of C$0.25 for a period of 24 months following July 7, 2022.

The net proceeds of the Offering will be used to pursue the Company's ongoing exploration of the Company’s Shaw Dome Project.

The Common Shares and Warrants issued under the Offering, and any Warrant Shares issued upon exercise of the Warrants, are subject to a hold period that expires four months and one day from the date of issuance.

Sean Samson, CEO of the Company and Travis Gingras, the Chief Financial Officer of the Company (each, a " Insider Placee ") purchased a total of 111,114 FT Units under the Offering. This subscription constituted a "related party transaction" with the Company under applicable securities regulatory rules and policies. The Insider Placees and their Common Share positions before and after completion of the Offering are as follows:

Insider PlaceeTravis GingrasSean Samson Number ofCommonShares OwnedPrior to theOffering023,667 Number ofCommonSharesAcquiredunder theOffering55,55755,557 Number ofCommonSharesOwned Afterthe Offering55,55779,224 PercentageofCommonSharesAfter theOffering(1).13%.18% Number ofCommonShares OwnedAfter theOffering(Diluted)103,335754,003 Percentage ofCommon SharesAfter theOffering(PartiallyDiluted)(2)
.23%1.7%

Notes:

(1) Based on issued and outstanding Common Share on an undiluted basis after completion of the Offering. (2) Based on issued and outstanding Common Shares on a partially diluted basis taking into account the Warrant Shares issuable to the Insider Placee, but excluding Common Shares underlying other outstanding convertible securities of the Company.

The Insider Placees participated in the Offering in order to assist the Company in raising the required funds to pursue its business objectives and for investment purposes. The Insider Placee's subscription contributed $20,000 of gross proceeds to the Company under the Offering. The Insider Placees entered into a subscription agreement with the Company that contains customary terms and in the same form that was entered into by other subscribers under the Offering.

The subscription for the FT Units by the Insider Placee constituted a "related party transaction" within the meaning of TSXV Policy 5.9 and Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (" MI 61-101 ") adopted in such policy. The Company has relied on the exemptions from the formal valuation and minority approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(a)(1), respectively, of MI 61-101 in respect of related party participation in the Offering on the basis that neither the fair market value of the subject matter of, nor the fair market value of the consideration for, the subscription from the Insider Placee exceeded 25% of the Company's "market capitalization" (as calculated for the purposes of MI 61-101). This material change report is not being filed more than 21 days prior to closing the Offering as the details of the participation of the Insider Placees had not been confirmed at that time.

In connection with the Offering, the Company issued 754,936 warrants in the Company (“ Finder’s Warrants ”). Each Finder’s Warrant entitles the holder to purchase one common share in the capital of the Company at a price of C$0.16 per Finders Warrant for a period of 24 months following July 7, 2022. The Company also paid fees totalling C$149,018.14 to certain finders.

5.2 Disclosure for Restructuring Transactions:

Not applicable.

6. Reliance on subsection 7.1(2) of National Instrument 51-102:

Not applicable.

7. Omitted Information

Not applicable.

8. Executive Officer

The name and business telephone number of an executive officer of the Company who is knowledgeable about the material change and this material change report is:

Sean Samson, President and Chief Executive Officer Tel: (647) 948-7424

9. Date of Report

July 18, 2022.