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Juggernaut Exploration Ltd. — Capital/Financing Update 2025
Apr 23, 2025
45873_rns_2025-04-23_57893244-a6dd-4136-9585-90ef9eb869e0.pdf
Capital/Financing Update
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Form 51-102F3
Material Change Report
Under Subsection 7.1(1) of National Instrument 51-102
Item 1 Reporting Issuer
Juggernaut Exploration Ltd.
Item 2 Date of Material Change
April 23, 2025
Item 3 News Release
The news release issued with respect to the material change was disseminated through The Newswire on April 23, 2025.
Item 4 Summary of Material Change
JUGGERNAUT INCREASES OVERSUBSCRIBED FINANCING TO $8,600,000 DUE TO STRONG DEMAND FROM INSTITUTIONS AND ACCREDITED INVESTORS.
Item 5 Full Description of Material Change
Vancouver, British Columbia – April 23rd, 2025 – Juggernaut Exploration Ltd. (TSX-V: JUGR) (OTCQB: JUGRF) (FSE: 4JE) (the “Company” or “Juggernaut”), further to its April 14, 2025, news release, the Company is pleased to announce an increase in its non-brokered financing of up to $8,600,000.
The charity flow-through funding will consist of up to 8,000,000 charity flow-through units (“CFT Units”), priced at $0.825 each, for gross proceeds of up to $6,600,000. Each CFT Unit will consist of one charity flow-through common share plus one warrant to purchase one non-flow-through common share at $0.75 for a sixty-month period with a forced accelerated conversion after 10 consecutive trading days at or above $1.50, callable at management's discretion.
Juggernaut is concurrently raising up to 4,000,000 hard dollar units priced at $0.50 each for gross proceeds of up to $2,000,000. Each hard dollar unit will consist of one common share plus one warrant at $0.75 for a sixty-month period with a forced accelerated conversion after 10 consecutive trading days at or above $1.50, callable at management's discretion, upon completion of the charity flow-through and hard dollar financings for a combined total of $8,600,000, which is projected to close on or before May 15, 2025. The proceeds will be used to explore Juggernaut's properties located in Northwestern B.C. and for general working capital.
Directors and officers of the company may acquire securities under the placement, which participation would be a “related party transaction” as defined under Multilateral Instrument 61-101 (“MI 61-101”). Such participation is expected to be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101.
The Company may pay finder's fees of the gross proceeds from the financing in cash, and compensation options on units being sold. This non-brokered private placement is subject to TSX Venture Exchange approval. All shares issued pursuant to this offering and any shares issued pursuant to the exercise of warrants will be subject to a four-month hold period from the closing date.
Item 6 Reliance on subsection 7.1(2) or (3) of National Instrument 51-102
This report is not being filed on a confidential basis.
Item 7 Omitted Information
None
Item 8 Executive Officer
Daniel Stuart, CEO
Item 9 Date of report
April 23, 2025