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Walker Lane Resources Ltd. — Capital/Financing Update 2021
Jan 14, 2021
43374_rns_2021-01-14_b62ba648-a801-4ea2-9365-ceb97f226726.pdf
Capital/Financing Update
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Form 51–102F3 MATERIAL CHANGE REPORT
Item 1. Name and Address of Company CMC Metals Inc. (the “Company”) Suite 605 – 369 Terminal Avenue Vancouver, BC V6A 4C4 Item 2. Date of Material Change January 13, 2021. Item 3. News Release Press Release dated January 13, 2021 was filed on SEDAR and disseminated via Stockwatch and other approved public media on January 13, 2021. Item 4. Summary of Material Change Closing of $600,000 / 4,800,000 Unit Private Placement at $0.125 Per Unit. Item 5. Full Description of Material Change 5.1 Full Description of Material Change
CMC Metals Ltd. (the “Company”) announced that it had closed its $600,000 / 4,800,000 Unit private placement as announced pursuant to its December 10, 2020 and December 22, 2020 press releases, having received TSX Venture Exchange approval. The financing closed with the issuance of 4,800,000 units priced at $0.125 per Unit with each Unit comprising of one common share and one transferable share purchase warrant. Every two transferable warrants surrendered are exercisable into one additional common share at $0.20 per share for a two-year period expiring January 13, 2023. The proceeds of this placement will be used primarily to fund exploration activities, ongoing technical studies and corporate activities. A cash finder’s fee of $5,300 is payable in connection with a portion of the private placement, equal to 8% of gross proceeds received from subscribers located by the finder. The shares issued pursuant to this transaction are subject to a four month hold period expiring May 14, 2021.
39627 Yukon Inc., a company owned by Kevin Brewer, President & CEO and an insider of the Company, has acquired 125,000 Units pursuant to the 4,800,000 Unit private placement. This transaction constitutes a “related party transaction” under Multilateral Instrument 61 101 Protection of Minority Security Holders in Special Transactions (“MI 61 101”). The related party transaction is exempt from the formal valuation requirements of Section 5.4 of MI 61 101 pursuant to subsection 5.5(a) of MI 61 101, and exempt from the minority approval requirements of Section 5.6 of MI 61 101 pursuant to subsection 5.7(1)(a) of MI 61 101. A
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material change report was not filed more than 21 days prior to closing as contemplated by the related party transaction requirements under MI 61-101 as the insider participation was only recently confirmed.
The securities described herein have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “1933 Act”), or under any state securities laws and, accordingly, may not be offered or sold within the United States except in compliance with the registration requirements of the 1933 Act and applicable state securities laws requirements or pursuant to exemptions therefrom.
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
None.
Item 8. Executive Officers
The following senior officer of the Company is knowledgeable about the material change and this Material Change Report and may be contacted:
Kevin Brewer, President & CEO
Telephone (604) 605-0166 / Email: [email protected].
Item 9. Date of Report
This Material Change Report is dated the 13[th] day of January, 2021.