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.

Freeman Gold Corp. Capital/Financing Update 2020

May 12, 2020

47758_rns_2020-05-11_a443975b-2de7-450c-899d-86750716e5bb.pdf

Capital/Financing Update

Open in viewer

Opens in your device viewer

FORM 51-102F3 MATERIAL CHANGE REPORT

1. Name and Address of Company:

Lodge Resources Inc.

Suite 1570- 505 Burrard Street Vancouver, British Columbia, V7X 1M5

2. Date of Material Change:

May 11, 2020

3. News Release:

The news release with respect to the material change was disseminated through The Newswire on May 11, 2020 and filed on the SEDAR website at www.sedar.com.

4. Summary of Material Change:

The Company closed the second and final tranche of its $0.35 Unit private placement.

5. Full Description of Material Change:

Lodge Resources Inc. (“Lodge” or the “Company”) is pleased to announce that the Company has completed its second and final closing of its previously announced nonbrokered private placement of units (“Units”) at $0.35 per Unit (the “Offering”). At this final closing, the Company issued and sold an aggregate of 1,229,500 Units for gross proceeds of $430,325, and together with the first closing, the Company issued an aggregate of 4,268,911 Units for gross proceeds of $1,494,118.85.

Each Unit consists of one common share (each a “Share”) and one common share purchase warrant (each a “Warrant”) of the Company. Each Warrant is exercisable into an additional Share for 12 months at $0.50 per Share.

In connection with the second closing of the Offering, the Company paid a cash finder’s fee of $12,355 to eligible finders. Additionally, the Company has issued an aggregate of 35,300 common share purchase warrants (the “Finder’s Warrants”) to the finders. The Finder’s Warrants have the same terms as the Warrants issued under the Offering, but are non-transferable.

All securities issued in connection with the second closing of the Offering are subject to a statutory hold period of four months plus a day in accordance with applicable securities legislation ending on September 12, 2020.

The net proceeds received from the Offering will be used for general corporate and working capital purposes.

See news release attached hereto as Schedule A for a description of the material change.

5.2 Disclosure of Restructuring Transactions

Not applicable.

6. Reliance on Subsection 7.1(2) or (3) of National Instrument 51-102 Continuous Disclosure Obligations :

Not Applicable

7. Omitted Information:

Not Applicable

8. Executive Officer:

Howard Milne Suite 1570- 505 Burrard Street Vancouver, British Columbia, V7X 1M5 Telephone: (604) 377-8994

9. Date of Report:

May 11, 2020

SCHEDULE A

NOT FOR DISSEMINATION IN THE UNITED STATES OR TO UNITED STATES NEWSWIRE SERVICES.

LODGE RESOURCES CLOSES FINAL TRANCHE OF PRIVATE PLACEMENT

Vancouver, British Columbia – May 11, 2020 – Lodge Resources Inc. (CSE: LDG) (FSE: 3WU) (“Lodge” or the “Company”) is pleased to announce that the Company has completed its second and final closing of its previously announced non-brokered private placement of units (“ Units ”) at $0.35 per Unit (the “ Offering ”). At this final closing, the Company issued and sold an aggregate of 1,229,500 Units for gross proceeds of $430,325, and together with the first closing, the Company issued an aggregate of 4,268,911 Units for gross proceeds of $1,494,118.85.

Each Unit consists of one common share (each a “ Share ”) and one common share purchase warrant (each a “ Warrant ”) of the Company. Each Warrant is exercisable into an additional Share for 12 months at $0.50 per Share.

In connection with the second closing of the Offering, the Company paid a cash finder’s fee of $12,355 to eligible finders. Additionally, the Company has issued an aggregate of 35,300 common share purchase warrants (the “ Finder’s Warrants ”) to the finders. The Finder’s Warrants have the same terms as the Warrants issued under the Offering, but are non-transferable.

All securities issued in connection with the second closing of the Offering are subject to a statutory hold period of four months plus a day in accordance with applicable securities legislation ending on September 12, 2020.

The net proceeds received from the Offering will be used for general corporate and working capital purposes.

About the Company:

The Company is a mineral exploration company focused on the acquisition, exploration and development of mineral properties in Canada and the USA.

On behalf of the Company Howard Milne, Chief Executive Officer

For further information, please contact Ken Cotiamco, at 604-687-7130 or [email protected].

This news release does not constitute an offer to sell or the solicitation of any offer to buy, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. Such securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “ U.S. Securities Act ”) and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws.

Forward Looking Statements: This press release contains "forward looking information or statements"

within the meaning of Canadian securities laws, which may include, but are not limited to statements relating to its future business plans. All statements in this release, other than statements of historical facts, that address events or developments that the Company expects to occur, are forward-looking statements. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words "expects", "plans", "anticipates", "believes", "intends", "estimates", "projects", "potential" and similar expressions, or that events or conditions "will", "would", "may", "could" or "should" occur. Although the Company believes the expectations expressed in such forwardlooking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ from those in the forward-looking statements. Such forwardlooking information reflects the Company's views with respect to future events and is subject to risks, uncertainties and assumptions. The Company does not undertake to update forward looking statements or forward looking information, except as required by law.

Neither Canadian Securities Exchange nor its regulation services provider accepts responsibility for the adequacy or accuracy of this release.