BOLT.CN · 2024-07-24 12:00:00

Form 9 - Notice of Proposed Issuance of Listed Securities

Corporate Updates

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FORM 9

NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF LISTED

SECURITIES

(or securities convertible or exchangeable into listed securities1)

Name of Listed Issuer: Symbol(s):

Blast Resources Inc. (the “Issuer”). BLST

Date: August 1, 2024

Is this an updating or amending Notice: Yes X No

If yes provide date(s) of prior Notices: ________________________.

Issued and Outstanding Securities of Issuer Prior to Issuance: 13,536,864.

Pricing

Date of news release announcing proposed issuance: July 30, 2024

Date of confidential request for price protection: N/A

Closing Market Price on Day Preceding the news release: $0.05

Day preceding request for price protection: N/A

Closing

Number of securities to be issued: Unsecured Convertible Debentures for Principal

Amount of up to $150,000

Issued and outstanding securities following issuance: Up to 16,536,864 based on the

issued and outstanding number of shares of the Issuer as at the date hereof and provided

no additional shares of the Issuer are issued between the date hereof and the conversion

of the Debentures (defined below), other than the conversion of the Debentures as set

out herein.

Instructions:

1. For private placements (including debt settlement), complete tables 1A and 1B in

Part 1 of this form.

2. Complete Table 1A – Summary for all purchasers, excluding those identified in Item

3. Complete Table 1B – Related Persons only for Related Persons

4. If shares are being issued in connection with an acquisition (either as consideration

or to raise funds for a cash acquisition) please proceed to Part 2 of this form.

5. An issuance of non-convertible debt does not have to be reported unless it is a

significant transaction as defined in Policy 7, in which case it is to be reported on

Form 10 – Notice of Proposed Transaction

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6. Post the completed Form 9 to the CSE website in accordance with Policy 6 –

Distributions. In addition, the completed form must be delivered to

[email protected] with an appendix that includes the information in Table 1B for

ALL placees.

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Part 1. Private Placement

Table 1A – Summary

Each jurisdiction in which

purchasers reside

Number of

Purchasers

Price per

Security

Total dollar value

(CDN$) raised in

the jurisdiction

To Follow

Total number of purchasers:

Total dollar value of distribution in all jurisdictions:

Table 1B – Related Persons

Full Name

&Municipali

ty of

Residence

of Placee

Number of

Securities

Purchased

or to be

Purchased

Purchase

price per

Security

(CDN$)

Conversion

Price (if

Applicable)

(CDN$)

Prospectus

Exemption

Total Securities

Previously

Owned,

Controlled or

Directed

Payment

Date(1)

Describe

relations

-hip to

Issuer (2)

To be

determined

1An issuance of non-convertible debt does not have to be reported unless it is a significant transaction as

defined in Policy 7, in which case it is to be reported on Form 10.

1. Total amount of funds to be raised: up to $150,000 .

2. Provide full details of the use of the proceeds. The disclosure should be

sufficiently complete to enable a reader to appreciate the significance of the

transaction without reference to any other material. Use of proceeds will be

for general working capital and corporate purposes.

3. Provide particulars of any proceeds which are to be paid to Related Persons

of the Issuer: N/A

4. If securities are issued in forgiveness of indebtedness, provide details of the

debt agreement(s) or and the agreement to exchange the debt for securities.

5. Description of securities to be issued:

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(a) Class Common shares

(b) Number Up to 3,000,000 common shares upon conversion

(d) Voting rights One vote for each common share issued

6. Provide the following information if warrants, (options) or other convertible

securities are to be issued:

(a) Number N/A .

(b) Number of securities eligible to be purchased on exercise of

warrants (or options) N/A

(d) Expiry date N/A .

7. Provide the following information if debt securities are to be issued: Non-

transferrable unsecured convertible debentures (the “Debentures”)

(a) Aggregate principal amount Up to $150,000 .

(b) Maturity date 6 months from date of issuance .

(d) Conversion terms Upon the completion by the Issuer of an equity

arm’s length financing(s) for minimum aggregate gross proceeds of

$600,000 and so long as all or a part of the principal amount remains

outstanding under the Debentures, the holder will have the right, at

its option, to convert all or any part of the principal amount into

common shares of the Company at a price of $0.05 per Share

(e) Default provisions Customary default provisions including failure to

pay principal amount when due for more than 30 days when due,

cessation to carry on business, bankruptcy or insolvency of the

Issuer, dissolution, winding-up or liquidation of the Issuer.

8. Provide the following information for any agent’s fee, commission, bonus or

finder’s fee, or other compensation paid or to be paid in connection with the

placement (including warrants, options, etc.):

(a) Details of any dealer, agent, broker or other person receiving

compensation in connection with the placement (name , and i f a

corporation, identify persons owning or exercising voting control over

20% or more of the voting shares if known to the Issuer): None

anticipated at this time.

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(b) Cash ______________________________________________.

(d) Other _______________________________________________.

(e) Expiry date of any options, warrants etc. ____________________ .

(f) Exercise price of any options, warrants etc. _____________ .

9. State whether the sales agent, broker, dealer or other person receiving

compensation in connection with the placement is Related Person or has any

other relationship with the Issuer and provide details of the relationship

N/A .

10. Describe any unusual particulars of the transaction (i.e. tax “flow through”

shares, etc.).

N/A .

11. State whether the private placement will result in a change of control or if the

issuance will materially affect control of the Issuer.

N/A .

12. Where there is a change in the control of the Issuer resulting from the issuance

of the private placement shares, indicate the names of the new controlling

shareholders. N/A

13. Each purchaser has been advised of the applicable securities legislation

restricted or seasoning period. All certificates for securities issued which are

subject to a hold period bear the appropriate legend restricting their transfer

until the expiry of t he applicable hold period required by National Instrument

45-102 Resale of Securities.

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Part 2. Acquisition

1. Provide details of the assets to be acquired by the Issuer (including the location

of the assets, if applicable). The disclosure should be sufficiently complete to

enable a reader to appreciate the significance of the transaction without

reference to any other material:

2. Provide details of the acquisition including the date, parties to and type of

agreement (eg: sale, option, license etc.) and relationship to the Issuer. The

disclosure should be sufficiently complete to enable a reader to appreciate the

significance of the acquisition without reference to any other material:

3. Provide the following information in relation to the total consideration for the

acquisition (including details of all cash, securities or other consideration) and

any required work commitments:

(a) Total aggregate consideration in Canadian dollars: .

(b) Cash: .

(d) Other: .

(e) Expiry date of options, warrants, etc. if any: .

(f) Exercise price of options, warrants, etc. if any: .

(g) Work commitments: .

4. State how the purchase or sale price was determined (e.g. arm’s-length

negotiation, independent committee of the Board, third party valuation etc).

5. Provide details of any appraisal or valuation of the subject of the acquisition

known to management of the Issuer:

6. The names of parties receiving securities of the Issuer pursuant to the

acquisition and the number of securities to be issued are described as follows:

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Name of

Party (If not

individual,

name all

insiders of

the Party)

Number

and Type

Securities

to be

Issued

Dollar

value per

Security

(CDN$)

Conversion

price (if

applicable)

Prospectus

Exemption

Total

Securities,

Previously

Owned,

Controlled or

Directed by

Party

Describe

relationship

to Issuer(1)

(1) Indicate if Related Person

7. Details of the steps taken by the Issuer to ensure that the vendor has good title

to the assets being acquired:

8. Provide the following information for any agent’s fee, commission, bonus or

finder’s fee, or other compensation paid or to be paid in connection with the

acquisition (including warrants, options, etc.):

(a) Details of any dealer, agent, broker or other person receiving

compensation in connection with the acquisition (name, andif a

corporation, identify persons owning or exercising voting control over

20% or more of the voting shares if known to the Issuer):

(b) Cash .

(d) Other .

(e) Expiry date of any options, warrants etc.

(f) Exercise price of any options, warrants etc. .

9. State whether the sales agent, broker or other person receiving compensation

in connection with the acquisition is a Related Person or has any other

relationship with the Issuer and provide details of the relationship.

10. If applicable, indicate whether the acquisition is the acquisition of an interest in

property contiguous to or otherwise related to any other asset acquired in the

last 12 months.

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Certificate Of Compliance

The undersigned hereby certifies that:

1. The undersigned is a director and/or senior officer of the Issuer and has been

duly authorized by a resolution of the board of directors of the Issuer to sign

this Certificate of Compliance on behalf of the Issuer.

2. As of the date hereof there is not material information concerning the Issuer

which has not been publicly disclosed.

3. the Issuer has obtained the express written consent of each applicable

individual to:

(a) the disclosure of their information to the Exchange pursuant to this Form

or otherwise pursuant to this filing; and

(b) the collection, use and disclosure of their information by the Exchange in

the manner and for the purposes described in Appendix A or as otherwise

identified by the Exchange, from time to time

4. The undersigned hereby certifies to the Exchange that the Issuer is in

compliance with the requirements of applicable securities legislation (as such

term is defined in National Instrument 14-101) and all Exchange Requirements

(as defined in CSE Policy 1).

5. All of the information in this Form 9 Notice of Issuance of Securities is true.

Dated August 1, 2024

Gary Claytens

Name of Director or Senior

Officer

“Gary Claytens”

Signature

CEO

Official Capacity

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