FILED VIA SEDAR Ontario Securities Commission Alberta Securities Commission
AURCREST GOLD INC.
Suite 808, 67 Yonge Street Toronto, Ontario M5E 1J8
FILED VIA SEDAR
Ontario Securities Commission Alberta Securities Commission 19th Floor, 20 Queen Street West #600 250 - 5th Street SW Toronto, Ontario, M5H 3S8 Calgary, Alberta, T2P 0R4
Attention: Continuous Disclosure Attention: Continuous Disclosure
British Columbia Securities Commission TSX Venture Exchange 12th Floor, Pacific Centre, 701 W. Georgia St. 130 King Street West, 3rd Floor Vancouver, B.C., V7Y 1L2 Toronto, Ontario, M5X 1J2
Attention: Continuous Disclosure Attention: Continuous Disclosure
Dear Sirs/Mesdames:
RE: Material Change Report
1. The name of the reporting issuer is AurCrest Gold Inc. (“AurCrest” or the “Company”), whose principal office is at 67 Yonge Street, Suite 808, Toronto, Ontario, M5E 1J8.
2. The material change occurred on July 7, 2014.
3. A Press Release was published at Toronto on July 8, 2014.
4. The Company announced that it had placed 4,240,000 working capital units (each a “WC Unit”) of a non-brokered private placement for proceeds of $212,000.
The Company also announced that the Aeroquest Airborne survey, announced in the Company’s press release dated May 27, 2014, had commenced.
5. Each WC Unit consists of one common share of the Company and one (1) share purchase warrant (a “WC Warrant”). Each WC Warrant entitles the holder to acquire an additional common share for five (5) years from the closing of the Offering at a price of $0.055 per Common Share.
Insiders of the Company acquired $12,000 of WC Units pursuant to the offering.
The following table indicates the WC Units purchased by the Insiders, the post-closing direct and indirect holdings in the Company held and the percentage the holding represents in the post-closing outstanding shares:
| Name | # of Listed Shares Purchased | Post-closing Direct & Indirect Holdings in the Issuer | % of Post-Closing Outstanding Listed Shares(1) |
|---|---|---|---|
| William R. Johnstone | 100,000 WC Units | 2,083,670 common shares 520,000 warrants 200,000 options | 5.54% |
| Richard Nemis | 140,000 WC Units | 223,333 common shares 140,000 warrants 200,000 options | 1.12% |
(1) Calculated based on partially-diluted outstanding capital for the holder including Warrants issued on this transaction to the holder assuming the exercise of all warrants and options held by such holder. Based upon outstanding capital of 49,853,147 after giving effect to the placement of the WC Units and before giving effect to the partial dilution calculations.
The insider private placements are exempt from the valuation and minority shareholder approval requirements of Multilateral Instrument 61-101 (“MI 61-101”) by virtue of the exemptions contain in section 5.5(a) and 5.7(1) (a) of MI 61-101 in that the fair market value of the consideration for the securities of the Company issued to the insiders does not exceed 25% of its market capitalization. The insider private placements were approved by the disinterested directors of AurCrest.
Securities issued are subject to a hold period expiring on November 8, 2014.
Forward Looking Statement:
Some of the statements contained herein may be forward-looking statements which involve known and unknown risks and uncertainties. Without limitation, statements regarding potential mineralization and resources, exploration results, and future plans and objectives of the Company are forward looking statements that involve various risks. The following are important factors that could cause the Company’s actual results to differ materially from those expressed or implied by such forward looking statements: changes in the world wide price of mineral commodities, general market conditions, risks inherent in mineral exploration, risks associated with development, construction and mining operations, the uncertainty of future profitability and the uncertainty of access to additional capital. There can be no assurance that forward-looking statements will prove to be accurate as actual results and future events may differ materially from those anticipated in such statements. AurCrest undertakes no obligation to update such forward-looking statements if circumstances or management’s estimates or opinions should change. The reader is cautioned not to place undue reliance on such forwardlooking statements.
6. This report is not being filed on a confidential basis in reliance on subsection 7.1(2) or (3)
of National Instrument 51-102.
7. No information is omitted because it is to be kept confidential.
8. Mr. Ian Brodie-Brown, President and C.E.O. of the Company, may be contacted at 416-368-2929 concerning this report.
9. The foregoing accurately discloses the material change referred to herein.
DATED at Toronto, Ontario this 11th day of July, 2014.
AURCREST GOLD INC.
“William R. Johnstone”
Per:
WILLIAM R. JOHNSTONE Corporate Secretary