Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

Libertystream Infrastructure Partners Capital/Financing Update 2021

May 11, 2021

44404_rns_2021-05-10_7ebdd66e-477a-4399-a607-4fb56c9daeea.pdf

Capital/Financing Update

Open in viewer

Opens in your device viewer

FORM 51-102F3 MATERIAL CHANGE REPORT

1. Name and Address of Company

Allied Copper Corp. (formerly, Gold Rush Cariboo Corp.) (the “ Company ”) 217 Queen Street, Suite 401 Toronto, ON M5V 0R2

2. Date of Material Change

April 29, 2021

3. News Release

A press release disclosing the material change was released on April 29, 2021, through the facilities of Newsfile Corp.

4. Summary of Material Change

On April 29, 2021 the Company has closed its non-brokered private placement of units (the “ Offering ”) through the issuance of 8,333,333 units (each, a “ Unit ”) at a price of $0.30 per Units for the gross proceeds of $2,500,00.

5. Full Description of Material Change

Pursuant to the Offering, the Company issued 8,333,333 Units at a price of $0.30 per Unit for gross proceeds of $2,500,000.

Each Unit consisted of one common share of the Company (a “ Common Share ”) and one-half of one Common Share purchase warrant of the Company (each a whole warrant, “ Warrant ”). Each Warrant entitle the holder to purchase one Common Share at an exercise price of $0.45 per Common Share until April 29, 2023 (the “ Warrant Term ”) provided however, that should the closing price at which the Common Share trade on the TSX Venture Exchange (or any such other stock exchange in Canada as the Common Shares may trade at the applicable time) exceed CDN$0.90 for 20 consecutive trading days at any time following the April 29, 2021, the Company may accelerate the Warrant Term (the “ Reduced Warrant Term ”) such that the Warrants shall expire on the ate which is 30 business days following the date a press release is issued by the Company announcing the Reduced Warrant Term.

In connection with the Offering, the Company paid certain eligible persons (each, a “ Finder ”): (i) a cash commission in aggregate of $16,380; and (ii) an aggregate of 54,600 broker warrants (each, a “ Broker Warrant ”). Each Broker Warrant is exercisable into Common Shares at a price of $0.45 per Common Share until April 29, 2023.

All securities issued pursuant to the Offering will be subject to a statutory hold period of four month plus a day from the date of issuance in accordance with applicable securities legislation. The closing of the Offering is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory and other approvals, including the approval of the TSX Venture Exchange.

This material change report does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “ U.S. Securities Act ”) or any

state securities laws and may not be offered or sold within the United States or to U.S. Persons as defined under applicable United States securities laws unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

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

The report is not being filed on a confidential basis.

7. Omitted Information

No significant facts have been omitted from this Material Change Report.

8. Executive Officer

For further information, contact David Robinson, Chief Financial Officer of the Company at [email protected].

9. Date of Report

This report is dated at Toronto, this 10[th] day of May, 2021.

Cautionary Statement Regarding Forward-Looking Information

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

This material change report contains certain “forward-looking information” within the meaning of applicable securities laws. Forward looking information is frequently characterized by words such as “plan”, “expect”, “project”, “intend”, “believe”, “anticipate”, “estimate”, “may”, “will”, “would”, “potential”, “proposed” and other similar words, or statements that certain events or conditions “may” or “will” occur. These statements are only predictions. Forwardlooking information is based on the opinions and estimates of management at the date the information is provided, and is subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forwardlooking information. For a description of the risks and uncertainties facing the Company and its business and affairs, readers should refer to the Company’s Management’s Discussion and Analysis. The Company undertakes no obligation to update forward-looking information if circumstances or management’s estimates or opinions should change, unless required by law. The reader is cautioned not to place undue reliance on forward-looking information.

2