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Faraday Copper Corp. — Capital/Financing Update 2021
Sep 16, 2021
47242_rns_2021-09-16_d7908ae9-4b89-4373-bc6f-449cd3bea20d.pdf
Capital/Financing Update
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FORM 51–102F3 MATERIAL CHANGE REPORT
1. Name and Address of Company
CopperBank Resources Corp. (the “ Company ) Suite 1500, 409 Granville Street Vancouver, BC V6C 1T2
2. Date of Material Change
September 16, 2021
3. News Release
A news release with respect to the material change referred to in this report was disseminated on September 16, 2021 and filed on the System for Electronic Document Analysis and Retrieval (SEDAR).
4. Summary of Material Change
On September 16, 2021, the Company completed its previously announced private placement offering of units of the Company (the “ Units ”) at a price of $0.40 per Unit, for aggregate gross proceeds to the Company of $5,000,000 (the “ Offering ”). Each Unit consists of one common share of the Company (a “ Common Share ”) and one common share purchase warrant of the Company (a “ Warrant ”). Each Warrant entitles the holder thereof to purchase one Common Share at an exercise price of $0.60 at any time up to five years following the closing of the Offering.
5. Full Description of Material Change
Offering Description
On September 2, 2021, the Company announced that it would be launching a private placement offering of Units of the Company at an offering price of $0.40 per Unit for aggregate gross proceeds of up to $5,000,000. Each Unit Consists of one Common Share and one Warrant. Each Warrant entitles the holder thereof to purchase one Common Share at an exercise price of $0.60 at any time up to five years following the closing of the Offering.
The Company completed the Offering on September 16, 2021 for aggregate gross proceeds to the Company of $5,000,000. The Common Shares and Warrants issued under the Offering are subject to a hold period of four months and one day from the closing of the Offering.
The net proceeds received by the Company from the Offering will be used to advance the Company’s Copper Creek and Contact Copper exploration projects, as well as general working capital.
Related Party Transaction
Two subscribers under the Offering are considered to be a “related party” of the Company, and have subscribed for an aggregate of 3,000,000 Units for gross proceeds of $1,200,000.
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Each subscription by a “related party” constitutes a “related party transaction” within the meaning of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“ MI 61-101 ”). The Company did not file this material change report more than 21 days before the expected closing date of the Offering as the details of the Offering were not settled until shortly prior to the Closing of the Offering, and the Company wished to close the Offering on an expedited basis for sound business reasons.
The Company is exempt from the formal valuation requirement in section 5.4 of MI 61-101 by virtue of the exemption contained in section 5.5(b) as no securities of the Company are listed or quoted for trading on prescribed stock exchanges or stock markets. Additionally, the Company is exempt from the minority shareholder approval requirements in section 5.6 of MI 61-101 by virtue of the exemption contained in section 5.7(a) of MI 61-101 as the fair market value of the consideration of the securities issued to the related parties did not exceed 25% of the Company’s market capitalization.
The Offering was approved by the board of directors of the Company in writing pursuant to subsection 140(3) of the Business Corporations Act (British Columbia) . The Company will send a copy of this material change report to any shareholder of the Company who requests it.
6. Reliance on subsection 7.1(2) of National Instrument 51–102
Not applicable.
7. Omitted Information
Not applicable.
8. Executive Officer
For further information, please contact:
Paul Harbidge President and Chief Executive Officer CopperBank Resources Corp. Phone: 778-987-2761 Email: [email protected]
9. Date of Report
September 16, 2021