Mojave Announces Amended Financing
< Website Address >
Mojave Gold Corp.
1050-12471 Horseshoe Way
Richmond BC, V7A 4X6
+1-604-271-0826.
Mojave Announces Amended Financing
March 8, 2021
Mojave Gold Corp. (“Mojave” or the “Company”) (TSXV: MOJ) is pleased to announce its intention
to undertake a non-brokered private placement of up to 6,000,000 units of the Company (the
“Units”) at a price of $0.50 per Unit (the “Offering”) for a total of CA $3.0 million.
Each Unit is comprised of one common share of the Company (a “Common Share”) and one
purchase warrant (each whole warrant, a “Warrant”). Each Warrant is exercisable to acquire one
Common Share (a “Warrant Share”) at a price of $0.88 per Warrant Share for a period of 36
months from the date the financing is closed.
Finder’s fees may be payable to qualified individuals comprised of shares, warrants or cash or any
combination thereof.
The Offering will be conducted pursuant to availabl e prospectus exemptions including sales to
accredited investors, family members, close friends and business associates of directors and officers
of the Corporation, to purchasers who have obtained suitability advice from a registered investment
dealer pursuant to the exemption set out in BC Inst rument 45-536 (Exemption from prospectus
requirement for certain distributions through an in vestment dealer) (the "Investment Dealer
Exemption") and to existing shareholders of the Cor poration pursuant to the exemption set out in
British Columbia Securities Commission BC Instrumen t 45- 534 (Exemption from prospectus
requirement for certain trades to existing security holders) (the "Existing Shareholder Exemption").
For subscribers utilizing the Existing Shareholder Exemption, the Offering is available to all
shareholders of the Company as at March 8, 2021 , (the " Record Date" ) (and still are
shareholders) who are eligible to participate under the Existing Shareholder Exemption. Any person
who becomes a shareholder of the Company after the Record Date is not permitted to participate
in the offerings using the Existing Shareholder Exe mption but other exemptions may still be
available to them. Shareholders who became shareholders after the record date should consult their
professional advisors when completing their subscription form to ensure that they use the correct
exemption.
There are conditions and restrictions when relying upon the Existing Shareholder Exemption,
namely, the subscriber must: a) be a shareholder of the Company on the Record Date (and still are
a shareholder), b) be purchasing the Units as a principal, i.e. for their own account and not for any
other party, and c) may not purchase more than $15,000 value of securities from the Company in
any twelve month period, unless they have first rec eived 'suitability advice' from a registered
investment dealer and, in this case, subscribers will be asked to confirm the registered investment
dealer's identity and employer.
mojavegoldcorp.com
The proposed net proceeds received from the Offering after payment of commissions are intended
to be used by the Company to for pay expenses related to the Company’s properties under option
agreement in Mexico, settle payables and for working capital the following purposes:
While the Company intends to spend the net proceeds from the Offering as stated above, there
may be circumstances where, for sound business reasons, funds may be reallocated at the
discretion of the Board.
Subscribers in all Canadian jurisdictions may utili ze the Existing Shareholder Exemption. Existing
shareholders resident in countries other than Canad a will need to meet local jurisdiction
requirements to participate.
Subscribers implementing the Investor Dealer Exempt ion must reside in one of the following
jurisdictions: Alberta, British Columbia, Manitoba, New Brunswick and Saskatchewan. Subscribers
resident in countries other than Canada will need t o meet local jurisdiction requirements to
participate.
Low High
General & Administrative
Management Fees 150,000 $ 200,000 $
Insurance 10,000 $ 15,000 $
Legal 85,000 $ 120,000 $
Accounting 25,000 $ 30,000 $
General & Administrative 60,000 $ 65,000 $
Offering Costs 120,000 $ 240,000 $
Sonora Copper Property
Geological mapping, sampling 50,000 $ 80,000 $
Geological studies 35,000 $ 50,000 $
Laboratory Analytical 20,000 $ 35,000 $
Geophysics 60,000 $ 100,000 $
Drilling 600m/1000m 120,000 $ 200,000 $
Holding Costs 50,000 $ 50,000 $
Benjamin Hill Property
Geological mapping, sampling 175,000 $ 290,000 $
Geological studies 45,000 $ 75,000 $
Laboratory Analytical 150,000 $ 250,000 $
Geophysics 245,000 $ 400,000 $
Drilling 3000m/5000m 600,000 $ 1,000,000 $
Holding Costs 100,000 $ 100,000 $
Total 2,100,000 $ 3,300,000 $
mojavegoldcorp.com
The Company announces that it will not be proceedin g with the private placement as previously
announced on February 24, 2021.
On behalf of the Board of Directors
“Cole McClay”, CEO Mojave Gold Corp.
www.mojavegoldcorp.com
Forward Looking Statements
Certain of the statements made and information contained h erein may contain forward- looking information within the
meaning of applicable Canadian securities laws. Forward-looking information includes, but is not limited to, information
concerning the Company's intentions with respect to the de velopment of its mineral properties. Forward-looking i nformation
is based on the views, opinions, intentions and estimates of management at the date the information is made, and is based
on a number of assumptions and subject to a variety of risks and uncertainties and other factors that could cause actual
events or results to differ materially from those anticipated or projected in the forward-looking information (including the
actions of other parties who have agreed to do certain th ings and the approval of certain regulatory bodies). M any of these
assumptions are based on factors and events that are not within the control of the Company and there is no assura nce they
will prove to be correct. There can be no assurance that forward-looking information will prove to be accurate, as actual
results and future events could differ materially from those anticipated in such information. The Company unde rtakes no
obligation to update forward-looking information if circumstances or management's estimates or opinions shoul d change
except as required by applicable securities laws, or to comment on analyses, expectations or statements made by third
parties in respect of the Company, its financial or operating results or its securities. The reader is cautioned not to place
undue reliance on forward-looking information. We seek safe harbour.