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Slam Exploration Ltd. — Capital/Financing Update 2021
Jul 21, 2021
44859_rns_2021-07-21_5c1bbc3f-3fd6-4f4f-8118-918d24594d5d.pdf
Capital/Financing Update
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FORM 51-102F3 MATERIAL CHANGE REPORT
ITEM 1 —— Name and Address of Company
SLAM Exploration Ltd. (the “ Company ”) 295 Hutchison Drive Miramichi, NB E1V 6C7
ITEM 2 —— Date of Material Change
July 19, 2021
ITEM 3 —— News Release
A news release with respect to the material change referred to in this report was disseminated July 19, 2021 through Global News Wire and filed on SEDAR.
ITEM 4 —— Summary of Material Change
The Company announced that it had completed a private placement of 3,299,731 flow-through units (the “FT Units”) for proceeds of $296,975.79. Three insiders of the Company participated in the Private Placement and subscribed for an aggregate of 1,611,110FT Units.
ITEM 5 —— Full Description of Material Change
On July 19, 2021, the Company closed the previously announced private placement and it issued 3,299,731 FT Units at a price of $0.09 per FT Unit for gross proceeds of $296,975.79 (the “Private Placement”). Each FT Unit is comprised of one common share in the capital of the Company issued on a “flow-through” basis and one-half of one common share purchase warrant issued on a non-flow-through basis (with two half common share purchase warrants being a “Warrant”). Each Warrant will entitle the holder thereof to acquire one non-flow-through common share at a price of $0.10 for a period of 24 months from the date of closing. The FT Units are subject to a four-month and one day hold period that expires on November 16, 2021.
Three insiders of the Company participated in the Private Placement and subscribed for an aggregate of 1,611,110 FT Units; the transaction is exempt from the valuation and minority shareholder approval requirements of Multilateral Instrument 61-101 ("MI 61-101") by virtue of the exemptions contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 in that the fair market value of the consideration for the securities of the Company to be issued to the Insiders do not exceed 25% of its market capitalization.
The Company has paid $10,567 cash and issued 53,150 non-flow-through units (“NFT Units”) with each NFT Unit being comprised of one common share and one Warrant that is exercisable to purchase one additional common share at a price of $0.10 for a period of two years to qualified parties.
Proceeds received from the FT Units will be used to fund exploration on SLAM's gold and base metal projects in Canada with the main focus on the Menneval gold project in New Brunswick.
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
Mike Taylor, President and Chief Executive Officer, Tel: 506-623-8960
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ITEM 9 —— Date of Report
July 21, 2021