ExGen Increases Common Share Private Placement to $2,675,000; Board Approves Compensation to Management, Directors and Consultants
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NEWS RELEASE
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES
FOR IMMEDIATE RELEASE – January 14, 2022
ExGen Increases Common Share Private Placement to $2,675,000; Board
Approves Compensation to Management, Directors and Consultants
Vancouver, BC: ExGen Resources Inc. (TSX.V: EXG; OTC: BXXRF) (“ExGen”) is pleased to announce
that, further to its news release dated November 23, 2021, the maximum gross proceeds of its non-brokered
private placement offering of common shares in the capital of ExGen (“Offered Shares”) at a price of
$0.10 per Offering Share has been increased to up to a $2,675,000 (a maximum of 26,750,000 Offered
Shares) (the “Private Placement”). The Private Placement is now anticipated to close on or about January
28, 2022. The remainder of the terms of the previously announced Private Placement remain the same.
ExGen intends to complete the Private Placement using available prospectus exemptions under securities
laws including the accredited investor exemption and the close friends, family and business associates
exemption. Any investors interested in participating in the Private Placement should contact ExGen
pursuant to the contact information set forth below. A finder’s fee of up to 7% of the gross proceeds of the
Private Placement may be paid in cash or ExGen common shares on all or any portion of the Private
Placement. The net proceeds from the Private Placement will be used for potential exploration and
development on ExGen’s properties including the Empire Mine Project, potential future acquisitions and
general working capital.
It is not anticipated that any new insiders will be created, nor that any change of control will occur, as a
result of the Private Placement. Any participation by insiders of ExGen in the Private Placement will be
on the same terms as arm’s length investors. There is no minimum aggregate subscription amount for the
Private Placement, but completion of the Private Placement is subject to all regulatory approvals, including
the TSXV acceptance. Depending on market conditions, the gross proceeds of the Private Placement could
be increased or decreased. All securities issued in connection with the Private Placement will be subject to
a hold period of four months and one day from the date of closing. For further details on the Private
Placement, please contact ExGen at the contact information set forth below.
Compensation To Management, Directors And Consultants
ExGen’s board of directors has also approved cash compensation payments to management, a director, and
consultants as outlined below (collectively, the “Compensation Payments”). These payments will be made
from ExGen’s current existing treasury, prior to closing this financing round, and the use of proceeds of the
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Private Placement will not be used for any such Compensation Payments. The Compensation Payments are
as follows:
$250,000 to the President/CEO for management services rendered in 2021
$275,000 to the President/CEO as a bonus payment for working without any cash compensation
since he joined the ExGen’s board and management in September 2013
$50,000 to a Director for services provided to ExGen beyond his duties as a member of the board
of directors
$134,000 to consultants for various technical, administrative, and marketing roles
The CEO of ExGen will be reinvesting all of his Compensation Payments note above, plus an additional
$350,000 of his own capital into this current Private Placement. The total investment from the CEO in the
Private Placement will be $875,000. Assuming the Private Placement is completed, and the CEO
participates in the Private Placement, as set forth above, the CEO will own, directly or indirectly,
11,530,000 Common Shares of ExGen (18.64% of the issued and outstanding Common Shares of ExGen
on the completion of the Private Placement). The Director who received $50,000 of the Compensation
Payments will be reinvesting such amount into the Private Placement, plus an additional $222,500 of his
own capital, for a total of $272,500. Assuming the Private Placement is completed, and the Director
participates in the Private Placement, as set forth above, the Director will own, directly or indirectly,
3,184,679 Common Shares of ExGen (5.15% of the issued and outstanding Common Shares of ExGen on
the completion of the Private Placement). Neither ExGen, nor, to the knowledge of ExGen, the CEO or the
Director, have knowledge of any material information concerning ExGen or its securities that has not been
generally disclosed. ExGen is pleased with such a strong show of support from the board and management
in this Private Placement.
Additional Disclosure Regard MI 61-101 and TSXV Policy 5.9.
The participation of the CEO and the Director in the Private Placement constitutes a “related party
transaction” within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security
Holders in Special Transactions (“MI 61-101”) and TSXV Policy 5.9. ExGen is relying upon exemptions
from the formal valuation and minority shareholder approval requirements of MI 61-101 pursuant to
sections 5.5(b) [Issuer Not Listed on Specified Markets] and 5.7(1)(b)[ Fair Market Value Not More Than
$2,500,000], respectively, of MI 61-101 on the basis that ExGen is not listed on a specified stock exchange
and, at the time the Private Placement was agreed to, neither the fair market value of the securities to be
distributed pursuant to the Private Placement to the CEO or the Director, nor the consideration to be
received for those securities, will exceed $2,500,000. No special committee was established in connection
with the Private Placement. The Board of Directors of ExGen has unanimously approved the Private
Placement and no materially contrary view or abstention was expressed or made by any director in relation
to the Private Placement (other than the abstention of the CEO and Director as required pursuant to the
Business Corporations Act (British Columbia)). The material change report to be filed in relation to the
closing of the Private Placement may not be not filed at least 21 days prior to the completion of the Private
Placement as contemplated by MI 61-101. ExGen believes that this shorter period is reasonable and
necessary in the circumstances as the completion of the Private Placement may occur shortly before the
issuance of such material change report in relation to the Private Placement.
About ExGen Resources Inc.
ExGen, formerly Boxxer Gold Corp, is a project accelerator that seeks to fund exploration and development
of our projects through joint ventures and partnership agreements. This approach significantly reduces the
technical and financial risks for ExGen, while maintaining the upside exposure to new discoveries and
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potential cash flow. ExGen intends to build a diverse portfolio of projects across exploration stages and
various commodity groups. ExGen currently has 5 projects in Canada and the US.
For more information on ExGen please contact ExGen Resources Inc.:
Jason Tong
Chief Financial Officer
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 news
release.
This news release contains certain forward-looking information. All statements included herein, other than statements of
historical fact, are forward-looking information and such information involves various risks and uncertainties. In particular,
this news release contains forward-looking information in relation to: the Private Placement, including, the magnitude of the
Private Placement, the potential closing date of the Private Placement, the potential use of proceeds of the Private Placement,
including potential exploration and development of ExGen’s properties and potential future acquisitions, the potential
exemptions used for the Private Placement and any potential finder’s fee paid on the Private Placement, the participation and
the magnitude of the participation of the CEO and Director in the Private Placement; the payment by the Corporation of the
Compensation Payments; and ExGen’s business model, goals and approach as a project accelerator, including ExGen’s
intention to fund projects through joint ventures and partnerships, and its intention to diversify its portfolios of projects across
exploration stages and commodity groups. There can be no assurance that such information will prove to be accurate, and
actual results and future events could differ materially from those anticipated in such information. This forward-looking
information reflects ExGen's current beliefs and is based on information currently available to ExGen and on assumptions
ExGen believes are reasonable. These assumptions include, but are not limited to: the current share price of ExGen's common
shares; TSXV acceptance and market acceptance of the Private Placement; ExGen’s current and initial understanding and
analysis of its projects; ExGen's general and administrative costs remaining constant; market acceptance of ExGen's business
model, goals and approach; the availability of potential acquisitions and prices acceptable to ExGen; and the feasibility and
reasonableness of conducting exploration on and developing any of ExGen’s projects. Forward-looking information is subject
to known and unknown risks, uncertainties and other factors which may cause the actual results, level of activity, performance
or achievements of ExGen to be materially different from those expressed or implied by such forward-looking information.
Such risks and other factors may include, but are not limited to: there is no certainty that the ongoing work programs will
result in significant or successful exploration and development of the Empire Mine Project, or other projects, or development
of the Empire Mine Project into a producing mine; uncertainty as to the actual results of exploration and development or
operational activities; uncertainty as to the availability and terms of future financing on acceptable terms; uncertainty as to
timely availability of permits and other governmental approvals; ExGen may not be able to comply with its ongoing
obligations regarding its properties including the Empire Mine Project; the early stage development of ExGen and its projects;
general business, economic, competitive, political and social uncertainties; capital market conditions and market prices for
securities, junior market securities and mining exploration company securities; commodity prices, in particular copper, gold,
silver and zinc prices; the actual results of current exploration and development or operational activities; competition; changes
in project parameters as plans continue to be refined; accidents and other risks inherent in the mining industry; lack of
insurance; delay or failure to receive board or regulatory approvals; changes in legislation, including environmental legislation
or income tax legislation, affecting ExGen; conclusions of economic evaluations; and lack of qualified, skilled labour or loss
of key individuals. A description of additional risk factors which may cause actual results to differ materially from forward-
looking information can be found in ExGen's disclosure documents on the SEDAR website at www.sedar.com. Although
ExGen has attempted to identify important factors that could cause actual results to differ materially from those contained in
forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended.
Accordingly, readers should not place undue reliance on forward-looking information. ExGen does not undertake to update
any forward-looking information except in accordance with applicable securities laws.