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Smooth Rock Ventures Corp. — Capital/Financing Update 2020
Jul 18, 2020
43799_rns_2020-07-17_c5fdaf1e-12e0-44c5-86f6-5192f3e3b21f.pdf
Capital/Financing Update
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FORM 51-102F3 MATERIAL CHANGE REPORT
Item 1 Name and Address of Company
Smooth Rock Ventures Corp. (the “ Company ”) Suite 820, 1130 West Pender Street Vancouver, BC, Canada V6E 4A4
Item 2
Date of Material Change
July 16, 2020
Item 3 News Release
The news release attached hereto as Schedule “A” announcing the material change described herein was disseminated through the news dissemination services of Newsfile Corp. on July 16, 2020.
Item 4 Summary of Material Change
The Company announced it will be closing a non-brokered private placement for aggregate gross proceeds of $366,857.96 through the issuance of 5,240,827 units at a price of $0.07 per unit.
Item 5 Full Description of Material Change
5.1 Full Description of Material Change
Please see the news release attached as Schedule “A” for a full description of the material change.
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
Alan Day, President and CEO Telephone: 888-909-5548
Item 9
Date of Report
July 17, 2020
SCHEDULE “A”
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1130 West Pender Street, Suite 820 Vancouver, B.C. V6E 4A4 Tel: 888-909-5548 Fax: 888-909-1033
Trading Symbol: SOCK
SMOOTH ROCK TO CLOSE PRIVATE PLACEMENT
July 16, 2020 - Smooth Rock Ventures Corp . (“ Smooth Rock ” or the “ Company ”) ( TSX.V :SOCK) is pleased to announce it will be closing a non-brokered private placement for aggregate gross proceeds of $366,857.96 (the " Private Placement ") through the issuance of 5,240,828 units at a price of $0.07 per unit.
Each unit will consist of one common share and one warrant. Each warrant entitles the holder to acquire one common share of the Company at a price of $0.11 per common share for a period of 24 months following the date of issuance.
The Private Placement has been arranged in response to further investor interest arising from the Company’s recently completed oversubscribed non-brokered private placement, previously announced on July 14, 2020.
The Company will pay applicable finder’s fees on the Private Placement of $11,200.00 in cash and 160,000 non-transferable finder’s warrants, each entitling its holder to acquire one common share at $0.11 for a two (2) year period after closing of the Private Placement.
An insider of the Company, Alan Day, is acquiring 386,942 Units indirectly through his company, MSM Resource, LLC. The participation by an insider in the Private Placement is considered to be a “related party transaction” as defined under Multilateral Instrument 61-101 (“ MI 61-101 ”). The transaction is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101, as neither the fair market value of the securities being issued, nor the consideration being paid exceeds 25% of Smooth Rock’s market capitalization. The material change report in connection with the Private Placement was not filed 21 days in advance of the closing of the first tranche of the Private Placement for the purposes of Section 5.2(2) of MI 61-101 on the basis that the Subscription Agreement under the Private Placement was not available to the Company until shortly before closing.
All securities to be issued above will be subject to a hold period expiring four months and one day from the closing date of the Private Placement, in accordance with applicable securities laws. The net proceeds of the Private Placement will be used for work on the Company’s mineral properties and general working capital. The closing of the Private Placement is subject to final acceptance by the TSX Venture Exchange.
ON BEHALF OF THE BOARD
“Alan Day”
Alan Day President & CEO
FOR FURTHER INFORMATION PLEASE CONTACT : Smooth Rock Ventures Corp.
(TEL)- (888) 909-5548, (FAX)-(888) 909-1033
Email: [email protected]: www.smoothrockventures.com
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.