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Hi-View Resources Inc. — Capital/Financing Update 2025
Jul 7, 2025
48191_rns_2025-07-07_b4839b87-1df8-43a8-bc4a-3bf482456e60.pdf
Capital/Financing Update
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Form 51-102F3
MATERIAL CHANGE REPORT
Item 1. Name and Address of Company
Hi-View Resources Inc. (“Hi-View” or the “Company”)
Suite 170-422 Richards Street
Vancouver, BC, V6B 2Z4
Item 2. Date of Material Change
June 25, 2025
Item 3. News Release
News Release dated June 25, 2025, was disseminated via Odyssey Trust Company and filed on SEDAR+ on June 26, 2025.
Item 4. Summary of Material Change
The closed its non-brokered private placement consisting of 4,800,000 units (each a “Unit”) at a price of $0.10 per Unit for gross proceeds of $480,000 (the “Private Placement”).
Each Unit consisted of one common share (each, a “Share”) and one transferrable common share purchase warrant (each, a “Warrant”). Each Warrant entitles the holder to purchase one additional Share of the Company at a price of $0.12 until June 25, 2028.
Item 5. Full Description of Material Change
5.1 Full Description of Material Change
The Company closed its non-brokered private placement consisting of 4,800,000 units (each a “Unit”) at a price of $0.10 per Unit for gross proceeds of $480,000 (the “Private Placement”).
Each Unit consists of one common share (each, a “Share”) and one transferrable common share purchase warrant (each, a “Warrant”). Each Warrant entitles the holder to purchase one additional Share of the Company at a price of $0.12 per Share until June 25, 2028.
The Company relied on the exception set out in Section 4.6(2)(b) of CSE Policy 4 - Corporate Governance, Security Holder Approvals and Miscellaneous Provisions (the "Policy") with respect to the requirement to obtain shareholder approval of such transaction whereby the Company is issuing more than 100% of its issued share capital on a fully diluted basis (relating to the Private Placement warrants). The Company applied and was granted by the CSE the exception from shareholder approval based on the following: The Company is in financial hardship, has reached an agreement to complete the offering, no related persons as defined in Policy 1 will participate in the transaction; and has been approved by the majority of the independent directors of the Company.
The net proceeds from the Placement will be allocated towards general corporate purposes including arm’s length payables, and exploration activities on its Toodoggone Projects. All
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securities issued pursuant to the Private Placement are subject to a hold period of four months and one day as required under applicable securities legislation.
Finder's fees of 150,000 broker warrants were paid to Haywood Securities Inc. Each broker warrant entitles its holder thereof to acquire one additional Common Share at a price of $0.12, for a period of 36 months from the closing date of the Private Placement.
A copy of the news release has been attached hereto as Schedule “A”.
5.1 Disclosure for Restructuring Transactions
Not applicable.
Item 6. Reliance on subsection 7.1(2) of National Instrument 51–102
Not applicable.
Item 7. Omitted Information
None.
Item 8. Executive Officers
The following senior officer of the Company is knowledgeable about the material change and this Material Change Report and may be contacted:
Nick Horsley, CEO
Telephone: (604) 787-7112
Email [email protected]
Item 9. Date of Report
DATED at Vancouver, BC, this 7th day of July, 2025.
Schedule "A"
Hi-View Resources Inc.
Suite 700 - 838 West Hastings Street
Vancouver, British Columbia, V6C 0A6
HI-VIEW
HI-VIEW CLOSES NON-BROKERED PRIVATE PLACEMENT FOR GROSS PROCEEDS OF $480,000
VANCOUVER, BRITISH COLUMBIA, JUNE 25th, 2025 – HI-VIEW RESOURCES INC. (‘HI-VIEW’ OR THE ‘COMPANY’) (CSE: HVW; OTCQB: HVWRF; FSE: B63 “) announces that further to its news releases dated May 28th and June 3rd, 2025, the Company has closed its non-brokered private placement consisting of 4,800,000 units (each a “Unit”) at a price of $0.10 per Unit for gross proceeds of $480,000 (the “Private Placement”).
Each Unit consists of one common share (each, a “Share”) and one transferrable common share purchase warrant (each, a “Warrant”). Each Warrant entitles the holder to purchase one additional Share of the Company at a price of $0.12 per Share for a period of 36 months from the date of issuance.
The Company relied on the exception set out in Section 4.6(2)(b) of CSE Policy 4 - Corporate Governance, Security Holder Approvals and Miscellaneous Provisions (the "Policy") with respect to the requirement to obtain shareholder approval of such transaction whereby the Company is issuing more than 100% of its issued share capital on a fully diluted basis (relating to the Private Placement warrants). The Company applied and was granted by the CSE the exception from shareholder approval based on the following: The Company is in financial hardship, has reached an agreement to complete the offering, no related persons as defined in Policy 1 will participate in the transaction; and has been approved by the majority of the independent directors of the Company.
The net proceeds from the Placement will be allocated towards general corporate purposes including arm’s length payables, and exploration activities on its Toodoggone Projects. All securities issued pursuant to the Private Placement are subject to a hold period of four months and one day as required under applicable securities legislation.
Finder's fees of 150,000 broker warrants were paid to Haywood Securities Inc. Each broker warrant entitles its holder thereof to acquire one additional Common Share at a price of $0.12, for a period of 36 months from the closing date of the Private Placement.
No insiders of the Company were allowed to participate in the Private Placement.
About Hi-View Resources Inc.
Hi-View Resources Inc. is a mineral exploration company targeting gold, silver, and copper in the Toodoggone region of northern British Columbia, Canada. Its properties span 9,749 hectares, including the Golden Stranger Property (2,669 hectares) and the Lawyers East, West, and South claims. The Golden Stranger project is fully permitted with 45 drill-ready sites. Historical drilling highlights include 10 meters at 11.55 g/t gold, and a pre-NI 43-101 estimate (non-compliant) of 498,905 tonnes at 2.74 g/t gold. In 2024, sampling yielded up to 111.5 g/t gold and 2,740 g/t silver, with new mineralized zones identified 1.3 km from the main showings, indicating significant exploration potential. For further details, check Hi-View’s official website or recent filings on SEDAR.
On Behalf of the Board of Directors,
“R. Nick Horsley”
R. Nick Horsley, CEO
For further information, please contact:
Hi-View Resources Inc.
Howard Milne - President
Email: [email protected]
Telephone: (604) 377-8994
Website: www.hiviewresources.com
FORWARD LOOKING STATEMENTS:
This news release includes certain statements that may be deemed “forward-looking statements”. All statements in this new 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. Forward-looking statements in this news release includes statements related to the proposed Transaction and related matters. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in the forward-looking statements. Factors that could cause the actual results to differ materially from those in forward-looking statements include market prices, continued availability of capital and financing, and general economic, market or business conditions. Investors are cautioned that any such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements. Forward-looking statements are based on the beliefs, estimates and opinions of the Company’s management on the date the statements are made. Except as required by applicable securities laws, the Company undertakes no obligation to update these forward-looking statements in the event that management’s beliefs, estimates or opinions, or other factors, should change.
Neither the Canadian Securities Exchange nor its Regulation Services Provider accepts responsibility for the adequacy or accuracy of this release.