MG Capital and DLP Resources Closes Private Placement of Flow-Through and Non-Flow-Through Shares
MG Capital and DLP Resources Closes Private Placement of Flow-Through and
Non-Flow-Through Shares
Cranbrook, British Columbia, (Newsfile Corp. – July 29, 2020) – MG Capital Corporation (the “Company”)
(TSXV: DLP), the parent company of DLP Resources Inc., is pleased to announce that, further to its news
release dated July 9, 2020, the Company has closed the non -brokered private placements (the
“Placements”) of 2,922,051 common shares of the Company (the “Common Shares”) at a price of $0.19
per Common Share and 4,856,954 flow -through common shares of the Company (the “ FT Shares”) at a
price of $0.23 per FT Share, for combined gross proceeds of $1,672,289 (the “Financing”).
In connection with the Placements, the Company paid an aggregate cash commission of $116,384.16
and issued an aggregate of 541,146 non -transferable Common Share purchase warrants of the
Company (the “ Finder’s Warrants”) to certain eligible finders . Each Finder’s Warrant will entitle the
holder thereof to acquire one Common Share of the Company for an exercise price of $0.25 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 and sampling 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 $292,289
Total $1,672,289
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 was 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 date of this news release), 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 instruments in other jurisdictions in Canada (the “Existing Shareholder Exemption”). The Existing
Shareholder Exemption limits a shareh older 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
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shareholder is resident in a jurisdiction of Canada, that advice has been obtained from a pe rson that is
registered as an investment dealer in the jurisdiction.
The Company also made the Financing available to certain subscribers pursuant to BC Instrument 45-536
– Exemption From Prospectus Requirement for Certain Distributions Through an Invest ment 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 are 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
Ian Gendall, President
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 use of any proceeds raised under the Financing.
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 approvals; market uncertainty; general economic, market or business
conditions; changes in the Company's financial condition and development plans; risks associated with the
interpretation of data regarding the geology, grade and continuity of mineral deposits; the possibility that results will
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not be consistent with the Company's expectations, as well as the other risks and uncertainties applicable to mineral
exploration and development activities.
In making the forward looking statements in this news release, the Company has applied several material
assumptions, including without limitation, that the Company will use the proceeds of the Fin ancing as currently
anticipated and that the Company will obtain the required regulatory approvals for the Financing.
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. There 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 up date 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.