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InZinc Mining Ltd. Capital/Financing Update 2021

Feb 25, 2021

44795_rns_2021-02-24_3cb53e9c-7866-474d-8cde-4fab8e262a20.pdf

Capital/Financing Update

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FORM 51-102F3

MATERIAL CHANGE REPORT

Item 1 Name and Address of Company

InZinc Mining Ltd. (the “ Company ” or “ InZinc ”) P.O. Box 48268, Station Bentall Centre Vancouver, BC Canada V7X 1A2

Item 2 Date of Material Change

February 18, 2021

Item 3 News Release

A news release dated February 18, 2021 (the “ News Release ”) was disseminated to the TSX Venture Exchange and through various other approved public media and filed on SEDAR with applicable securities commissions.

Item 4 Summary of Material Change(s)

The Company announced that the Company has completed the closing (the " Closing ") of its non-brokered private placement (the " Private Placement ") for gross proceeds of $199,999.95. The offering, previously announced in InZinc's news release dated February 4, 2021 consisted of 6,666,665 units (the " Units ") at a price of $0.03 per Unit, each Unit consisting of one common share (a " Common Share ") of the Company and one-half of one common share purchase warrant (a " Warrant "). Each full Warrant entitles its holder to acquire one Common Share at an exercise price of $0.06 for a period of 24 months from the Closing.

Item 5 Full Description of Material Change

5.1 Full Description of Material Change

The Company announced that the Company has completed the Closing of the Private Placement for gross proceeds of $199,999.95. The offering, previously announced in InZinc's news release dated February 4, 2021 consisted of 6,666,665 Units at a price of $0.03 per Unit, each Unit consisting of one Common Share of the Company and onehalf of one Warrant. Each full Warrant entitles its holder to acquire one Common Share at an exercise price of $0.06 for a period of 24 months from the Closing.

Insiders, each being a "related party" of the Company (as such term is defined under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions (" MI 61-101 ")), have subscribed for a total of 5,333,332 Units, as follows: Kerry Curtis (Chairman and a director of the Company), for 2,833,333 Units; John Murphy (a director of the Company), for 1,666,666 Units; and Louis Montpellier (a director of the Company), for 833,333 Units. The Company relied upon exemptions from the valuation and minority shareholder approval requirements of MI 61-101 available pursuant to sections 5.5(a) and 5.7(1)(a) of MI 61-101, as neither the fair market value of the securities issued, nor the fair market value of the consideration for the securities

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issued exceed 25% of the Company's market capitalization as calculated in accordance with MI 61-101.

Prior to the Private Placement, Kerry Curtis beneficially owned or controlled 6,684,000 Common Shares (representing approximately 5.8% of the outstanding Common Shares). Following the issuance of such Units, Mr. Curtis beneficially owned or controlled a total of 9,517,333 Common Shares (representing approximately 7.8% of the outstanding Common Shares) and, assuming exercise of the Warrants acquired by him, would beneficially own or control a total of 10,933,999 Common Shares (representing approximately 8.9% of the outstanding Common Shares on a partially-diluted basis). Prior to the Private Placement, John Murphy beneficially owned or controlled 1,700,000 Common Shares (representing approximately 1.5% of the outstanding Common Shares). Following the issuance of such Units, Mr. Murphy beneficially owned or controlled a total of 3,366,666 Common Shares (representing approximately 2.8% of the outstanding Common Shares) and, assuming exercise of the Warrants acquired by him, would beneficially own or control a total of 4,199,999 Common Shares (representing approximately 3.4% of the outstanding Common Shares on a partially-diluted basis). The percentage of Common Shares beneficially owned or controlled by Louis Montpellier following the issuance of such Units changed, or on exercise of the Warrants acquired by him will change on a partially-diluted basis, by less than 1%.

Each of Kerry Curtis, Louis Montpellier and John Murphy disclosed their interest in the Private Placement to the Company and, as directors of the Company, abstained from voting on the approval thereof as it relates to their subscription.

All securities issued under the Private Placement are subject to a four-month hold period expiring on June 19, 2021 in accordance with applicable securities legislation and the policies of the TSX Venture Exchange.

The net proceeds from the Private Placement will be used for working capital.

The Company did not file this material change report more than 21 days before the expected closing dates of the Private Placement because the shorter period was necessary in order to permit the Company to close the Private Placement in a timeframe consistent with usual market practice for transactions of this nature.

The Company will send a copy of this material change report to any shareholder of the Company who requests a copy of it.

5.2 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

Not applicable.

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Item 8 Executive Officer

Wayne Hubert - Chief Executive Officer Phone: 604 671-9522

Item 9 Date of Report

February 24, 2021

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