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Ibero Mining Corp. — Capital/Financing Update 2021
May 14, 2021
47469_rns_2021-05-14_b078983c-0f1b-48e1-a6e9-b44d56213382.pdf
Capital/Financing Update
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Form 51-102F3 Material Change Report
Item 1. Name and Address of Company Goldplay Mining Inc. (the “ Company ”) Suite 650 – 1021 West Hastings St. Vancouver, BC V6E 0C3
Telephone: (604) 655 1420
Item 2. Date of Material Change
May 14, 2021.
Item 3. News Release
The news release announcing the material change has been issued at Vancouver, British Columbia on May 14, 2021, was disseminated via Accesswire and was subsequently filed on SEDAR.
Item 4. Summary of Material Change
Goldplay Mining Inc. (or the “Company”), has announced that has CLOSED $361,100 PRIVATE PLACEMENT WITH RAYMOND JAMES LTD., ENGAGED RED CLOUD SECURITIES INC. FOR MARKET LIQUIDITY SERVICES AND BEGUN TRADING ON THE FRANKFURT STOCK EXCHANGE.
Item 5. Full Description of Material Change
The Company announced that has completed a non-brokered private placement (the “Private Placement”) of 2,407,333 Units of the Company (the “Units”) at a price of $0.15 per Unit, for gross proceeds of $361,100.
Each Unit is comprised of one share (a "Common Share") and one half non-transferable common share purchase warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder to purchase one additional Common Share the Company at an exercise price of $0.20 until May 13 2022. The proceeds from the Units will be used for general working capital purposes.
All securities issued pursuant to the Private Placement are subject to a statutory hold period of four months plus one day expiring on September 14, 2021 in accordance with applicable Canadian securities laws, in addition to any other restrictions applicable under the policies of the TSX Venture Exchange or securities laws of jurisdictions outside Canada where the Units are sold. The Private Placement is subject to receipt of final approval of the TSX Venture Exchange.
In connection with the Private Placement, the Company paid aggregate cash finders’ fees to qualified finders (Raymond James Ltd.) of $20,766 representing 6% of the gross proceeds in respect of certain subscriptions. The Company also issued 138,440 nontransferable finders’ warrants to qualified finders (Raymond James Ltd.), with each finders’ warrant being exercisable to acquire one Common Share at an exercise price of $0.15 until May 13, 2023.
The securities issued pursuant to the Private Placement have not been nor will they be registered under the United States Securities Act of 1933, as amended, or state securities
laws, and may not be offered or sold in the United States or to an account for the benefit of US persons, absent such registration or an exemption from registration. This press release shall not constitute an offer to sell or the solicitation of an offer to buy the securities in the United States or in any jurisdiction in which such offer, sale, or solicitation would be unlawful.
Market Liquidity Services
The Company also announces that, subject to regulatory approval, it has retained Red Cloud Securities Inc. (“Red Cloud“) to provide market liquidity services to the Company in compliance with the policies and guidelines of the TSX Venture Exchange (“TSXV“) and other applicable legislation. Red Cloud will trade shares of Goldplay on the TSXV with the objective of maintaining a reasonable market and improving the liquidity of Goldplay ‘s common shares. Under the terms of the agreement, Red Cloud will receive $4,000 per month payable quarterly in advance. The agreement is effective April 28, 2021 and will continue in effect unless terminated by either party. There are no performance factors contained in the agreement and Red Cloud will not receive shares or options as compensation. Red Cloud and the Company are unrelated and unaffiliated entities, but Red Cloud may provide investment banking services to the Company and Red Cloud and/or its clients may have an interest, directly or indirectly, in the securities of the Company.
Frankfurt Stock Exchange Listing
The Company is also pleased to announce that it has listed its common shares on the Frankfurt Stock Exchange (FSE) under the ticker symbol: 9FY
The FSE listing will make it easier for European investors to pursue investment in the Company.
The Frankfurt Stock Exchange, operated by Deutsche Borse AG, is the largest of the eight stock exchanges in Germany and is also the third-largest organized exchange trading market in terms of turnover and dealing in securities globally. Only the Nasdaq and the New York Stock Exchange are larger.
OTCQB Listing Plans
In order to increase Company’s shareholder base in the US and provide additional trading liquidity, Goldplay has also begun the process of listing in US via the OTC Venture Market exchange (OTCQB). Additional information will be announced once the application process has been finalized.
Item 6. Reliance on subsection 7.1(2) of National Instrument 51-102
Not Applicable.
Item 7. Omitted Information
Not Applicable.
Item 8. Executive Officer
Catalin Kilofliski, CEO, Tel No: 604-655-1420
Item 9. Date of Report
Dated at Vancouver, BC, this 14[th] day of May, 2021.