MAGNUM GOLDCORP INC. ("MGI")
[formerly Magnum Capital Corp. ("MGK.P")]
BULLETIN TYPE: Qualifying Transaction-Completed/New Symbol, Private Placement-Non-Brokered, Name Change
BULLETIN DATE: November 12, 2013
TSX Venture Tier 2 Company
Qualifying Transaction-Completed/New Symbol
TSX Venture Exchange has accepted for filing the Company's Qualifying Transaction described in its Filing Statement dated August 16, 2013. As a result, at the opening on November 13, 2013 the Company will no longer be considered a Capital Pool Company. The Qualifying Transaction involves the arm's length acquisition (the Acquisition) of an option to acquire a 51% undivided interest (the Option) in the LH Claims and the Willa Claims, (collectively, the LH Property) located in the Kootenay Land District of British Columbia.
The Acquisition was completed pursuant to an Option Agreement dated September 6, 2012 (the Option Agreement) entered into between the Company and International Bethlehem Mining Corp. (International Bethlehem) a TSX Venture Exchange listed issuer, whereby the Company has the Option on a 51% undivided interest in the LH Property through the following payments and share issuances:
(a) $100,000 payment to International Bethlehem, within 5 business days of Exchange acceptance of the Acquisition (the Effective Date),
(b) Incurring expenditures totalling $500,000 as follows:
(i) $250,000 by the first anniversary of the Effective Date,
(ii) An additional $250,000 by the second anniversary of the Effective Date, and
(c) Issue to International Bethlehem 3,000,000 common shares of the Company as follows:
(i) 1,000,000 common shares at the then market price of the shares, by the first anniversary of the Effective Date,
(ii) 1,000,000 common shares at the then market price of the shares, by the second anniversary of the Effective Date, and
(iii) 1,000,000 common shares at the then market price of the shares, upon the LH Property receiving a bankable feasibility report on or before 10 years after the Option has been earned by the Company.
In conjunction with and as a condition of completion of the Acquisition, the Company completed a non-brokered private placement for gross proceeds of $562,000, particulars of which are set forth below.
The Exchange has been advised that the above transactions have been completed.
Further details on the Acquisition and the non-brokered private placement can be found in the Company's Filing Statement dated August 16, 2013, as filed on SEDAR at www.sedar.com.
In addition, the Exchange has accepted for filing the following:
Private Placement-Non-Brokered
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced September 21, 2012 and August 13, 2013:
Number of Shares: 2,555,000 common shares
3,065,000 common shares (flow-through)
Purchase Price: $0.10 per common share
$0.10 per common share (flow-through)
Warrants: 2,555,000 share purchase warrants to purchase common shares
Warrant Exercise Price: $0.10 for a two year period
Number of Placees: 32 placees
Insider / Pro Group Participation:
Insider=Y /
Name ProGroup=P # of Common Shares
David Evans Y 500,000 (flow-through)
250,000 (non-flow-through)
Daniel Evans Y 100,000 (flow-through)
400,000 (non-flow-through)
Criterion Capital Corporation (Douglas Mason) Y 500,000 (non-flow-through)
Finder's Fee: $4,000 payable to Jordan Capital Markets Inc.
Pursuant to Corporate Finance Policy 4.1, Section 1.11(d), the Company issued a news release announcing the closing of the private placement and setting out the expiry dates of the hold period(s). Note that in certain circumstances the Exchange may later extend the expiry date of the warrants, if they are less than the maximum permitted term.
Name Change
Pursuant to a resolution passed by shareholders on February 20, 2013, the Company has changed its name from Magnum Capital Corp. to Magnum Goldcorp Inc. There is no consolidation of capital.
Effective at the opening on Wednesday, November 13, 2013 the common shares of Magnum Goldcorp Inc. will commence trading on TSX Venture Exchange, and the common shares of Magnum Capital Corp will be delisted.
The Company is classified as a 'mining' company.
Capitalization: Unlimited common shares with no par value of which
11,120,000 common shares are issued and outstanding
Escrow: 2,500,000 total common shares remain subject to a CPC Escrow Agreement
Transfer Agent: Computershare Trust Company of Canada
Trading Symbol: MGI (new)
CUSIP Number: 55973N 10 6 (new)
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