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Phenom Resources Corp. — Capital/Financing Update 2025
Mar 3, 2025
46001_rns_2025-03-03_0d69d293-7ac1-4767-ab3f-70fe09c26e0c.pdf
Capital/Financing Update
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FORM 51-102F3
MATERIAL CHANGE REPORT
Item 1 Name and Address of Company
Phenom Resources Corp. (the “Company”)
1100 – 1199 West Hastings Street
Vancouver, BC V6E 3T5
Item 2 Date of Material Change
March 3, 2025
Item 3 News Release
The Company disseminated a news release announcing the material change described herein through the news dissemination services of Newsfile Corp. on February 13, 2025, and a copy was subsequently filed on SEDAR+.
Item 4 Summary of Material Change
The Company announced that it has closed on a first tranche (“First Tranche”) of its non-brokered private placement (the “Offering”) previously announced on January 31, as updated February 4, 2025. In this First Tranche, the Company has issued 6,478,000 Units (the “Units”) at a price of $0.25/Unit for gross proceeds of $1,619,500. In connection with the First Tranche, the Company paid a total of $7,450 as finder’s fees.
Item 5 Full Description of Material Change
5.1 Full Description of Material Change
Each Unit comprises one common share in the capital of the Company (“Share”) and one transferable Share purchase warrant of the Company (“Warrant”), whereby each Warrant entitles the holder thereof to purchase one additional Share (“Warrant Share”) at an exercise price of $0.35 at any time before 5:00 p.m. (Vancouver time) on February 13, 2028, being the third anniversary of the date of issuance.
All securities issued under the Offering are subject to a hold period expiring June 14, 2025, in accordance with applicable securities laws and the policies of the TSX Venture Exchange.
Closing of a second and final tranche of the Offering is expected to occur on or before February 26, 2026.
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.
Item 8 Executive Officer
For further information, please contact Paul Cowley, Chief Executive Officer, President and Director of the Company, at 604-340-7711 or via email to [email protected].
Item 9 Date of Report
March 3, 2025