Millrock Announces Bought Deal and Concurrent Non-Brokered Private Placements
MILLROCK RESOURCES INC. | Suite 2300 – 1177 West Hastings St. | Vancouver, BC V6E 2K3
Tel: 604 638 3164 | Fax: 907 677 3599 | www.millrockresources.com
NR: 21-06
Not for distribution to United States newswire services or for dissemination in the United States.
MILLROCK ANNOUNCES BOUGHT DEAL AND
CONCURRENT NON-BROKERED PRIVATE PLACEMENTS
VANCOUVER, BRITISH COLUMBIA, February 23, 2021 - Millrock Resources Inc. (TSX -V:
MRO) (" Millrock" or the “ Company") announces that it has entered into an underwriting
agreement with Redplug Inc. (“REDPLUG”) pursuant to which R EDPLUG has agreed to
purchase, on a bought deal private placement basis, 18,000,000 units of the Company (“Units”)
at a price of $0.085 per Unit (the “Offering Price”) for aggregate gross proceeds of $1,5 30,000
(the “Bought Deal”), of which REDPLUG has deposited $1,275,000 in trust with Millrock.
REDPLUG has also been granted an option, exercisable in whole or in part any time up to 48
hours prior to the closing date of the Bought Deal, to purchase for resale up to an additional
4,500,000 Units at the Offering Price, for aggregate gross proceeds to the Company of $382,500
in the event REDPLUG exercises this option in full.
The Company also intends to undertake , concurrently with the Bought Deal, a non -brokered
private placement of up to 6,000,000 Units for additional aggregate gross proceeds of $510,000
on the same terms as the Bought Deal (the “Concurrent Non-Brokered Placement”). There is
no minimum offering size for the Concurrent Non-Brokered Placement but the minimum
subscription amount is 60,000 Units ($5,100).
Each Unit will consist of one common share of the Company and one common share purchase
warrant (the “Unit Warrants”). Each Unit Warrant will entitle the holder to purchase one additional
common share of the Company at a price of $0.1275 per share for two years from the date of
issuance.
It is the intention of the Company to provide an opportunity to existing, eligible Millrock
shareholders to participate in the Concurrent Non-Brokered Placement. Non-accredited investors
will be welcome to participate through use of the existing shareholder exemption provided in
British Columbia Instrument 45-534 and similar exemptions in other jurisdictions of Canada to the
extent available (the “Existing Shareholder Exemption”). This exemption is not available to a
shareholder who is a U.S. Person (as defined in Regulation S promulgated under the United
States Securities Act of 1933, as amended (the “U.S. Securities Act”)). This news release shall
not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the
Units or underlying securities (collectively, the “ Offered Securities”) in any state in which such
offer, solicitation or sale would be unlawful. The Offered Securities have not been registered under
MILLROCK RESOURCES INC. | Suite 2300 – 1177 West Hastings St. | Vancouver, BC V6E 2K3
Tel: 604 638 3164 | Fax: 907 677 3599 | www.millrockresources.com
Millrock Announces
Private Placement Financings
Page 2
the U.S. Securities Act and may not be offered or sold in the United States absent registration or
an applicable exemption from the registration requirements.
The gross proceeds from the Bought Deal and (if fully subscribed) the Concurrent Non-Brokered
Placement in the aggregate amount of $2,040,000 will be used to advance exploration on the
Company’s current projects (as to approximately $250,000), for generation of new projects (as to
approximately $650,000), marketing of projects to funding partners ( as to approximately
$150,000) and the remainder for general corporate purposes.
If the Concurrent Non -Brokered Placement is oversubscribed and not increased (which would
require the approval of the Company, REDPLUG and the TSX Venture Exchange), Units will first
be allocated to EMX Royalty Corp. (which holds the right to maintain their current ownership
percentage of Millrock shares) and thereafter pro rata among all subscribers in the Concurrent
Non-Brokered Placement based upon the subscription amounts set out in their subscription
agreements.
REDPLUG will be paid an 8% cash commission and will be issued broker warrants for the
purchase, at the Offering Pr ice, of such number of Units as is equal to 8% of the aggregate
number of Units sold under the Bought Deal and Over-Allotment Option. Finder’s fees of 7% cash
and 7% finder’s warrants (the “ Finder’s Warrants ”) may be paid in connection with the
Concurrent Non-Brokered Placement. The Finder’s Warrants have the same terms as the Unit
Warrants except that they will be non-transferable.
The Bought Deal and the Concurrent Non-Brokered Placement are subject to TSX Venture
Exchange approval. All securities issued will be subject to a four-month hold period. The Bought
Deal and the Concurrent Non-Brokered Placement are expected to close on March 8, 2022.
Existing Shareholder Exemption
To be eligible to subscribe under the Existing Shareholder Exemption, the subscriber must: a)
have been a shareholder of the Company at the close of business on February 23, 2021 and
continue to hold common shares of the Company until the closing date of the Concurrent Non -
Brokered Placement, b) be purchasing the Units as principal for their own account and not for any
other party, and c) not have subscribed for more than $15,000 of securities of the Company,
including the current subscription, in the past 12 months unless they have first received advice
from a registered investment dealer regarding the suitability of the investment.
Any existing shareholder or other interested investor who wishes to participate in the Concurrent
Non-Brokered Placement should contact Janice Davies, Corporate Secretary of the Company, by
email at: [email protected] to receive subscription documentation and instructions. The
MILLROCK RESOURCES INC. | Suite 2300 – 1177 West Hastings St. | Vancouver, BC V6E 2K3
Tel: 604 638 3164 | Fax: 907 677 3599 | www.millrockresources.com
Millrock Announces
Private Placement Financings
Page 3
deadline for existing shareholders to send their subscription agreement and funds to the Company
is 4 p.m. PST on March 1, 2021.
About REDPLUG Inc.
REDPLUG Inc. is a registered exempt market dealer specializing in private placements in the
junior resource sector, with a primary focus on silver, gold, platinum, and palladium. REDPLUG’s
accredited investor clients are building positions in well -managed, insider -owned, resource
companies including: prospect generators, advanced explorers, resource developers, and near-
term producers. Visit REDPLUG.com or call 1-844-RED-PLUG.
About Millrock Resources Inc.
Millrock Resources Inc. is a premier project generator to the mining industry. Millrock identifies,
packages, and operates large-scale projects for joint venture, thereby exposing its shareholders
to the benefits of mineral discovery without the usual financial risk taken on by most exploration
companies. The company is recognized as the premier generative explorer in Alaska, holds
royalty interests in British Columbia, Canada, and Sonora State, Mexico, and is a significant
shareholder of junior explorer ArcWest Exploration Inc. and of Resolution Minerals Limited.
Funding for drilling at Millrock’s exploration projects is primarily provided by its joint venture
partners. Business partners of Millrock have included some of the leading names in the mining
industry: EMX Royalty, Centerra Gold, First Quantum, Teck, Kinross, Vale, Inmet and, Altius as
well as junior explorers Resolution, Riverside, PolarX, and Felix Gold.
ON BEHALF OF THE BOARD
“Gregory Beischer”
Gregory Beischer, President & CEO
FOR FURTHER INFORMATION, PLEASE CONTACT:
Melanee Henderson, Investor Relations
(604) 638-3164
(877) 217-8978 (toll-free)
This news release shall not constitute an offer to sell or the solicitation of an offer to buy
nor shall there be any sale of Offered Securities in any state in which such offer,
solicitation or sale would be unlawful. The Offered Securities have not been registered
under the U.S. Se curities Act and may not be offered or sold in the United States absent
registration or an applicable exemption from the registration requirements.
MILLROCK RESOURCES INC. | Suite 2300 – 1177 West Hastings St. | Vancouver, BC V6E 2K3
Tel: 604 638 3164 | Fax: 907 677 3599 | www.millrockresources.com
Millrock Announces
Private Placement Financings
Page 4
Some statements in this news release may contain forward -looking information (within the
meaning of Canadian securities legislation) including, without limitation, the intention to undertake
the Bought Deal and the Concurrent Non-Brokered Placement and the intended use of proceeds.
These statements address future events and conditions and, as such, involve know n and
unknown risks, uncertainties and other factors which may cause the actual results, performance
or achievements to be materially different from any future results, performance or achievements
expressed or implied by the statements. Such factors includ e, without limitation, the receipt of
TSX Venture Exchange acceptance, and completion of the Bought Deal and Concurrent Non-
Brokered Placement.