| “We are very grateful for the continued support of our major shareholders and the other participants in this financing. Our 2021 field season is now well underway, focused on highly anticipated new targets, recent discoveries, and our existing mineral resources as we seek to further demonstrate the expansiveness of gold mineralization in the White Gold District, and the effectiveness of our exploration methodologies. Further details to be provided in due course,” stated David D’Onofrio, Chief Executive Officer. The Offering was conducted by Clarus Securities Inc. (“Clarus” or the “Lead Agent”) and a syndicate of agents including Eight Capital and Stifel GMP (together with the Lead Agent the “Agents”), which consisted of the sale of: 1,302,000 Units (including the partial exercise of the Agents’ over-allotment option) at a price of $0.65 per Unit, 2,538,462 FT Units at a price of $0.87 per FT Unit, and 1,507,400 FT Shares at a price of $0.75 per FT Share. Each Unit was comprised of one common share in the capital of the Company (“Common Share”) and one-half of one Common Share purchase warrant (each whole warrant, a “Warrant”). Each Warrant shall entitle the holder thereof to purchase one Common Share at a price of $0.80 for a period of 24 months following the closing date of the Offering. Each FT Unit was comprised of one FT Share and one-half of one Warrant. The Warrants were issued pursuant to a warrant indenture dated July 29, 2021 between the Company and Computershare Trust Company of Canada, as warrant agent. The FT Shares and the FT Shares underlying the FT Units were issued as “flow-through shares” as defined in the subsection 66(15) of the Income Tax Act (Canada). The gross proceeds from the sale of the FT Units and the FT Shares will be used by the Company to incur exploration expenditures on its properties in the White Gold District of the Yukon Territory (the “Qualifying Expenditures”) prior to December 31, 2022. The Qualifying Expenditures will be renounced to subscribers of FT Units and FT Shares for the fiscal year ended December 31, 2021. The gross proceeds from the sale of the Units will be used for general corporate expenses. As consideration for the Agents’ services in connection with the Offering, the Agents received a cash commission equal to 6.0% of the gross proceeds from the Offering, excluding gross proceeds from the issuance of Offered Securities on a president’s list (the “President’s List”) for which a commission of 2.0% of such gross proceeds were paid by the Company to Agents. The Company also issued to the Agents non-transferable compensation options (the “Compensation Options”) equal to 6.0% of the number of Offered Securities sold under the Offering excluding the President’s List and 2.0% of the number of Offered Securities sold under the Offering to subscribers on the President’s List. Each Compensation Option entitles the holder to acquire one Common Share at a price equal to the following: (i) if the security sold is a Unit, $0.65 per Compensation Share; (ii) if the security sold is an FT Unit, $0.87 per Compensation Share; and (iii) if the security sold is an FT Share, $0.75 per Compensation Share, in each case, until the date that is 24 months following the Closing Date. All securities issued pursuant to the Offering, including any underlying securities, are subject to a four-month and one day hold period in accordance with applicable Canadian securities laws. Pursuant to existing investor rights agreements between the Company and each of Agnico Eagle Mines Limited (TSX: AEM, NYSE: AEM) (“Agnico”) and Kinross Gold Corporation (TSX: K, NYSE: KGC) (“Kinross”), both Agnico and Kinross exercised the right to participate in the Offering in order to maintain their respective interests in the Company. Participation by Agnico and Kinross, and any other insiders of the Company (collectively, the “Insiders”), in the Offering was considered a “related party transaction” pursuant to Multilateral Instrument 61- 101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company was exempt from the requirements to obtain a formal valuation or minority shareholder approval in connection with the Insiders’ participation in the Offering in reliance of sections 5.5(a) and 5.7(1)(a) of MI 61-101. A material change report will be filed in connection with the participation of Insiders in the Offering less than 21 days in advance of the closing of the Offering, which the Company deemed reasonable in the circumstances so as to be able to avail itself of potential financing opportunities and complete the Offering in an expeditious manner. |
