The portion of the purchase price to be paid in cash will be funded through the Company's current working capital and the proceeds of the brokered private placement described below.The Company's obligation to complete the purchase of the Property is subject to the Company receiving Exchange Approval of the Acquisition.
- A minimum of 20,000,000 and a maximum of 45,000,000 subscription receipts (the " Subscription Receipts") at a price of $0.20 per Subscription Receipt, where each Subscription Receipt will be automatically exchanged for one (1) unit (each a "Unit") in the capital of the Company upon completion of the Qualifying Transaction (the "Closing"), which will be evidenced by the publication of the Exchange Bulletin.
- Each Unit to be comprised of one common share of the Company (a " Unit Share") and one common share purchase warrant (each such whole warrant, a " Warrant").
- Each Warrant will entitle its holder to purchase one common share of the Company at an exercise price of $0.30 for a period of 36 months from the date of Closing.
- The Warrants will be subject to an accelerated expiry date if the Company's common shares trade at $0.40 or higher for a period of 20 consecutive trading days after the date that is 12 months after the date of Closing (the " Acceleration Right").
- The Company will pay MGI a cash commission of up to 8% of the aggregate proceeds raised under the Financing and issue MGI compensation options (the " Agent's Compensation Options") to purchase that number of units (the " Agent's Units") as is equal to up to 8% of the aggregate number of Units issued pursuant to the Financing, each Agent's Compensation Option being exercisable at an exercise price of $0.20 per Agent's Unit for a period of 36 months from date of Closing. Each Agent's Unit will be comprised of one common share of the Company and one common share purchase warrant of the Company (an " Agent's Warrant"), where each Agent's Warrant is exercisable into one common share of the Company at an exercise price of $0.30 for a period of 36 months from the date of Closing.
- The proceeds of the sale of the Subscription Receipts will be held in escrow (the " Escrowed Proceeds") pending publication of the Exchange Bulletin. Upon publication of the Exchange Bulletin, the Escrowed Proceeds will be released to the Company. Upon receipt of the Escrowed Proceeds, the Subscription Receipts will be automatically exchanged into the underlying Unit Shares and Warrants. Proceeds of the Financing will be used to fund the Acquisition, cover the costs of the Financing and for general working capital purposes.