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Tantalus Systems Holding Inc. — Capital/Financing Update 2021
Jun 28, 2021
47647_rns_2021-06-28_10270efa-a9d9-4933-9a7b-a6445611ff5c.pdf
Capital/Financing Update
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FORM 51-102F3
MATERIAL CHANGE REPORT
Item 1 Name and Address of Corporation
Leucrotta Exploration Inc. (" Leucrotta " or the " Corporation ") 700, 639 – 5[th] Avenue SW Calgary, Alberta T2P 0M9
Item 2 Date of Material Change
June 22, 2021
Item 3 News Release
News release announcing the material change was issued on June 22, 2021 for distribution through GlobeNewswire.
Item 4 Summary of Material Change(s)
On June 22, 2021, Leucrotta announced that it had closed a non-brokered private placement of 1,870,000 units (" Units "), priced at C$0.73 per Unit for aggregate gross proceeds of C$1,365,100 (the " Offering ").
Item 5 Full Description of Material Change
5.1 Full Description of Material Change
Pursuant to the Offering, Leucrotta issued 1,870,000 Units for aggregate gross proceeds of C$1,365,100. Each Unit consists of one common share in the capital of the Corporation to be issued on a flow through basis in respect of Canadian development expenses (CDE) under the Income Tax Act (Canada) (a " CDE Flow-Through Common Share ") and one CDE FlowThrough Common Share purchase warrant (a " Warrant "), with each Warrant entitling the holder thereof to acquire one CDE Flow-Through Common Share at an exercise price of C$1.00 for a period of 36 months from the date of issuance.
All securities issued in connection with the Offering will be subject to a statutory hold period in Canada for a period of four months and one day.
Under the Offering, Daryl Harvey Gilbert, a director of the Corporation, purchased 137,000 Units, Donald Cowie, a director of the Corporation, purchased 68,000 Units, Robert John
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Zakresky, a director, the President, and Chief Executive Officer of the Corporation purchased 910,000 Units, and John Brussa, a director of the Corporation, purchased 210,000 Units. As a result, the Offering is a related party transaction (as defined under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions) (" MI 61-101 "). The Corporation is exempted from the formal valuation and minority approval requirements under MI 61-101 since the fair market value of the Units purchased by Daryl Harvey Gilbert, Donald Cowie, Robert John Zakresky, and John Brussa does not exceed 25% of the Corporation's market capitalization.
The Offering will not result in a material change to the shareholdings of any of Daryl Harvey Gilbert, Donald Cowie, Robert John Zakresky, and John Brussa. The Offering was unanimously approved by the board of directors of Corporation, with Daryl Harvey Gilbert, Robert John Zakresky, Donald Cowie, and John Brussa each having declared and abstained from voting with respect to their interest therein.
This material change report is being filed less than 21 days prior to the closing of the Offering. The shorter period was necessary in order to permit the Corporation to close the Offering in a timeframe consistent with usual market practice for transactions of this nature.
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
Contact: Nolan Chicoine, CFO
Email: [email protected]
Item 9 Date of Report
June 28, 2021