DLP Resources Parent Company Announces Private Placement of Flow-Through and Non-Flow-Through Shares
DLP Resources Parent Company Announces Private Placement of Flow-Through
and Non-Flow-Through Shares
Cranbrook, British Columbia, (Newsfile Corp. – July 9, 2020) – MG Capital Corporation (the “Company”)
(TSXV: DLP), the parent company of DLP Resources Inc., is pleased to announce a non -brokered private
placement of up to 2,631,578 common shares of the Company (the “Common Shares”) at a price of $0.19
per Common Share and up to 4,347,826 flow-through common shares of the Company (the “FT Shares”)
at a price of $ 0.23 per FT Share, for combined gross proceeds of approximately $1,500,000 (the
“Financing”).
The Company intends to pay finder's fees in connection with the Financing to certain eligible finders in
the form of: (i) a cash commission of 7.5% of the gross proceeds raised under the Financing from investors
introduced to the Company by the finder ; and (ii) the issuance of such number of non -transferable
common share purchase warrants of the Company (the “ Finder’s Warrants ”) equal to 7.5% of the
combined Common Shares and FT Shares issued under the Financing from investors introduced to the
Company by the finder . Each Finder’s Warrant will entitle the holder thereof to acquire one common
share of the Company for an exercise pri ce of $0.20 per share for a period of two years from closing of
the Financing.
The Company intends to use the proceeds from the Financing as follows:
Purpose Amount
Mapping, sampling and drilling of the Company’s Aldridge 1 Property $413,000
Mapping, sampling and drilling of the Company’s Aldridge 2 Property $267,000
Mapping, sampling and drilling of the Company’s Hungry Creek Property $200,000
Mapping, sampling and drilling of the Company’s Redburn Creek Property $150,000
Mapping, sampling and drilling of the DD Project under option from PJX Resources
Inc.
$350,000
General operating expenses $120,000
Total $1,500,000
If the Company does not raise the anticipated proceeds disclosed in this news release, the amounts
allocated to mapping, sampling and drilling outlined in the table above will be decreased as necessary.
The Company intends to spend the funds available to it as stated in this news release. There may be
circumstances, however, where, for sound business reasons, a reallocation of funds may be necessary.
Existing Shareholder Exemption and Investment Dealer Exemption
The Financing will be made available to existing shareholders of the Company who, as of the close of
business on July 8, 2020, held common shares of the Company (and who continue to hold such common
shares as of the closing date), pursuant to the prospectus exemption set out in BC Instrument 45-534
– Exemption From Prospectus Requirement for Certain Trades to Existing Security Holders and in similar
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instruments in other jurisdictions in Canada (the “ Existing Shareholder Exemption ”). The Existing
Shareholder Exemption limits a shareholder to a maximum investment of CAD$15,000 in a 12 -month
period unless the shareholder has obtained advice regarding the suitability of the investment and, if the
shareholder is resident in a jurisdict ion of Canada, that advice has been obtained from a person that is
registered as an investment dealer in the jurisdiction. If the Company receives subscriptions from
investors relying on the Existing Shareholder Exemption exceeding the maximum amount of the Financing,
the Company intends to adjust the subscriptions received on a pro-rata basis.
The Company has also made the Financing available to certain subscribers pursuant to BC Instrument 45-
536 – Exemption From Prospectus Requirement for Certain Distri butions Through an Investment Dealer
(the “Investment Dealer Exemption ”). In accordance with the requirements of t he Investment Dealer
Exemption, the Company confirms that there is no material fact or material change about the Company
that has not been generally disclosed.
The Financing is subject to all necessary regulatory approvals including acceptance from the TSX Venture
Exchange. All securities issued in connection with the Financing will be subject to a four-month hold period
from the closing date under applicable Canadian securities laws, in addition to such other restrictions as
may apply under applicable securities laws of jurisdictions outside Canada.
For further information, please contact:
MG Capital Corporation
DLP Resources Inc.
Jim Stypula, Chief Executive Officer
Robin Sudo, Chief Financial Officer and Corporate Secretary
Telephone: 250-426-7808
Website: www.dlpresourcesinc.com
Email: [email protected]
NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS
DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE ) ACCEPTS RESPONSIBILITY FOR THE
ADEQUACY OR ACCURACY OF THIS RELEASE.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION:
Cautionary Note Regarding Forward-Looking Statements: This release includes certain statements and information
that may constitute forward -looking information within the meaning of applicable Canadian securities laws.
Forward-looking statements relate to future events or future performance and reflect the expectations or beliefs of
management of the Company regarding future events. Generally, forward-looking statements and information can
be identified by the use of forward-looking terminology such as “intends” or “anticipates”, or variations of such words
and phrases or statements that certain actions, events or results “may”, “could”, “should”, “would” or “occur”. This
information and these statements, referred to herein as "forward‐looking statements", are not historical facts, are
made as of the date of this news release and include without limitation, statements regarding discussions of future
plans, estimates and forecasts and statements as to management's expectations and intentions with respect to,
among other things: the anticipated proceeds to be raised under the Financing; the use of any proceeds raised under
the Financing; and finder’s fees to be paid in connection with the Financing.
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These forward‐looking statements involve numerous risks and uncertainties and actual results might differ materially
from results suggested in any forward-looking statements. These risks and uncertainties include, among other things:
delays in obtaining or failure to obtain required regulatory approvals for the Financing; market uncertainty; and the
inability of the Company to raise the anticipated proceeds under the Financing.
In making the forward looking statements in this news release, the Company has applied several material
assumptions, including without limitation, that: the Company will obtain the required regu latory approvals for the
Financing; the Company will be able to raise the anticipated proceeds under the Financing; and the Company will use
the proceeds of the Financing as currently anticipated.
Although management of the Company has attempted to identify important factors that could cause actual results
to differ materially from those contained in forward-looking statements or forward-looking information, there may
be other factors that cause results not to be as anticipated, estimated or intended. Ther e can be no assurance that
such statements will prove to be accurate, as actual results and future events could differ materially from those
anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements
and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate
for other purposes. The Company does not undertake to update any forward -looking statement, forward-looking
information or financial out -look that are incorporated by reference herein, except in accordance with applicable
securities laws. We seek safe harbor.