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Hanstone Gold Corp. Capital/Financing Update 2021

Jul 5, 2021

47741_rns_2021-07-05_0329b50c-fb85-400c-a521-8553c90718b7.pdf

Capital/Financing Update

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FORM 51-102F3

MATERIAL CHANGE REPORT

1. Name and Address of Company

Hanstone Gold Corp. Suite 970- 777 Hornby Street Vancouver, BC V6Z 1S4

2. Date of Material Change

June 30, 2021

3. News Release

The news release announcing the material change was disseminated on June 30, 2021, through GlobeNewswire. The news release was also filed with the British Columbia and Alberta Securities Commissions on SEDAR.

4. Summary of Material Change

Hanstone Gold Corp. (“Hanstone” or the “Company”) closed its previously announced brokered private placement offering, consisting of: (i) units of the Company (the “Units”) at a price of $0.40 per Unit, and (ii) flow-through units of the Company (the “FT Units”) at a price of $0.44 per FT Unit, for aggregate gross proceeds of $954,396 (the “Offering”).

5.1 Full Description of Material Change

Hanstone Gold Corp. (“Hanstone” or the “Company”) closed its previously announced brokered private placement offering, consisting of: (i) units of the Company (the “Units”) at a price of $0.40 per Unit, and (ii) flow-through units of the Company (the “FT Units”) at a price of $0.44 per FT Unit, for aggregate gross proceeds of $954,396 (the “Offering”). The Offering was led by Research Capital Corporation as sole agent and sole bookrunner (the “Agent”).

Each Unit consists of one common share of the Company (a “Common Share”) and one Common Share purchase warrant (a “Warrant”). Each FT Unit consists of one Common Share of the Company which qualifies as a “flow-through share” (within the meaning of the Income Tax Act (Canada)) (each, a “FT Common Share”) and one Warrant. Each Warrant is exercisable to acquire one Common Share (a “Warrant Share”) at a price of $0.47 per Warrant Share for a period of 24 months from the Closing Date.

The Company intends to use the net proceeds from the Offering for its ongoing exploration drilling program, working capital requirements and other general corporate purposes. The gross proceeds received by the Company from the sale of the FT Units will be used to incur eligible “Canadian exploration expenses” (“CEE”) that are “flow-through mining expenditures” (as such term is defined in the Income Tax Act (Canada)) related to the Company’s Doc and Snip North projects. The Company will renounce such CEE to the purchasers of the FT Units with an effective date of no later than December 31, 2021.

In connection with the Offering, the Agent received an aggregate cash fee of $59,887 and 142,844 non-transferable compensation options (the “Compensation Options”). Each Compensation Option entitles the holder thereof to purchase one Unit at an exercise price equal to $0.40 for a period of 24 months following the Closing Date.

5.2 Disclosure for Restructuring Transactions

  • N/A

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

  • Not applicable.

7. Omitted Information

No information has been intentionally omitted from this material change report.

8. Executive Officer

Robert Quinn, Vice President (713) 412-2620

9. Date of Report July 5, 2021