non-brokered private placement consisting of both non-flow-through and flow-through unit offerings. The Company will issue up to of 2,000,000 NFT Units and 833,333 FT Units for total gross proceeds of up to $750,000.
FORM 51-102F3
MATERIAL CHANGE REPORT
ITEM 1. REPORTING ISSUER
K2 Gold Corporation.
Suite 1020 – 800 West Pender Street,
Vancouver, British Columbia, V6C 2V6
(the “Company”)
ITEM 2. DATE OF MATERIAL CHANGE
May 10, 2018
ITEM 3. PRESS RELEASE
News release announcing the material ch ange was published on May 10, 2018 for
distribution through Globe Newswire, and filed on SEDAR (www.sedar.com).
ITEM 4. SUMMARY OF MATERIAL CHANGE
On May 10, 2018 the Company announced its intention to raise C$750,000 by way of a
non-brokered private placement consisting of both non-flow-through and flow-through
unit offerings. The Company will issue up to of 2,000,000 NFT Units and 833,333 FT
Units for total gross proceeds of up to $750,000.
ITEM 5. FULL DESCRIPTION OF MATERIAL CHANGE
The Company is pleased to announce its intention to raise C$750,000 by way of a non-
brokered private placement consisting of both non-flow-through and flow-through unit
offerings. The Company will issue up to of 2,000,000 NFT Units and 833,333 FT Units
for total gross proceeds of up to $750,000.
Each non-flow-through unit (each, a “NFT Unit”) will be issued at a price of $0.25 and
will consist of one common share of K2 and one common share purchase warrant. Each
warrant will be exercisable to acquire one common share of K2 at an exercise price of
C$0.37 for 12 months from the date of the closing of the Private Placement. The common
share purchase warrants will be subject to accel eration at K2’s discretion in the event its
common shares trade on the TSX Venture Exchange on a volume weighted average price
(“VWAP”) basis of C$0.60 or more for a period of ten consecutive trading days.
Each flow-through unit (each, a “FT Unit”) will be issued at a price of $0.30 and will
consist of one common share of K2 and one half of one common share purchase warrant.
Each whole warrant will be exercisable to acquire one common share of K2 at an
exercise price of C$0.45 for 12 months from the date of the closing of the Private
Placement. The common share purchase warrants will be subject to acceleration at K2’s
discretion in the event its common shares trade on the TSX Venture Exchange on a
volume weighted average price (“VWAP”) basis of C$0.60 or more for a period of ten
consecutive trading days.
K2 has agreed (i) to pay a cash finder’s fee of 6% of the aggregate proceeds raised from
2
subscriptions arranged by certain finders and ( ii) to issue warrants equal to 6% of the
aggregate Units subscribed for pursuant to the subscriptions arranged by such finders.
Each warrant shall be exercisable for one comm on share at a price of C$0.37 for a period
of 12 months following the closing date of the Private Placement.
The closing of the Private Placement is exp ected to occur on or about June 5th and is
subject to the receipt of all necessary regul atory approvals, including the approval of the
TSX Venture Exchange. All securities issued pursuant to the Private Placement will be
subject to a four month hold period in acco rdance with applicable Canadian securities
laws. There is no material fact or material change regarding K2 that has not been
generally disclosed.
K2 intends to use the net pr oceeds from the Private Placement predominantly for follow
up soil sampling and geophysics in the recently discovered Gunpowder and Chai zones at
the Wels property, additional staking of pros pective ground outside of the Wels district
and working capital for general corporate purposes.
ITEM 6. RELIANCE ON SUBSECTION 7. 1(3) OF NATIONAL INSTRUMENT 51-102
Not applicable.
ITEM 7. OMITTED INFORMATION
No information has been omitted.
ITEM 8. EXECUTIVE OFFICER
For further information, please contact Jeff Dare, Corporate Secretary, by telephone at 1-
778-327-5799.
ITEM 9. DATE OF REPORT
DATED at Vancouver, B.C., this 14th day of May, 2018.