1. Name and Address of Company Lahontan Gold Corp. (the “Company”)
FORM 51-102F3
MATERIAL CHANGE REPORT
1. Name and Address of Company
Lahontan Gold Corp. (the “Company”)
217 Queen Street West, Suite 401
Toronto, ON M5V 0R2
2. Date of Material Change
February 4, 2025
3. News Release
A press release disclosing the material change was released on February 4, 2025, through the
facilities of Newsfile Corp.
4. Summary of Material Change
On February 4, 2025, the Company completed a non -brokered private placement financing for
gross proceeds of CDN$720,000 through the issuance of 36,000,000 common shares (each, a
"Common Share") in the capital of the Company at a price of CDN $0.02 per Common Share
(the "Offering").
5. Full Description of Material Change
On February 4, 2024, the Company completed the Offering by issuing 36,000,000 Common
Shares.
Gross proceeds raised from the Offering will be used for general working capital purposes as
follows: (i) approximately 29% will be used for general and administrative purposes; (ii)
approximately 29% will be used for exploration at the Company's Santa Fe Mine project; (iii)
approximately 17% will be used for metallurgical testing and supporting consultants for the
Company's Santa Fe Mine project; and (iv) approximately 25% will be used at the Company's
Santa Fe Mine project for exploration permitting. Less than 10% of the proceeds from the
Offering will be used for payments to non- arm's length parties of the Company other than normal
course compensation of its officers, directors, employees and consultants as part of general
working capital purposes or to persons conducting investor relations activities.
All securities issued in connection with the Offering are subject to a hold period of four months
plus a day from the date of issuance (June 5, 2025) and the resale rules of applicable securities
legislation.
The Offering constituted a related party transaction within the meaning of TSX Venture Exchange
Policy 5.9 and Multilateral Instrument 61-101 – Protection of Minority Security Holders in
Special Transactions ("MI 61-101") as an insider of the Company acquired 10,000,000 Common
Shares pursuant to the Offering. The Company relied on the exemptions from the valuation and
minority shareholder approval requirements of MI 61- 101 contained in sections 5.5(b) and
5.7(1)(a) of MI 61 -101, as the Company is not listed on a specified market and the fair market
value of the participation in the Offering by the insider does not exceed 25% of the market
capitalization of the Company in accordance with MI 61-101.
The following supplementary information is provided in accordance with Section 5.2 of MI 61 -
101.
(a) a description of the transaction and its material terms:
In connection with the Offering, an aggregate of 10,000,000 Common Shares were
acquired by ASA Gold and Precious Metals Limited ("ASA"), an insider of the
Company.
(b) the purpose and business reasons for the transaction:
Gross proceeds raised from the Offering will be used for general working capital
purposes as follows: (i) approximately 29% will be used for general and administrative
purposes; (ii) approximately 29% will be used for exploration at the Company's Santa Fe
Mine project; (iii) approximately 17% will be used for metallurgical testing and
supporting consultants for the Company's Santa Fe Mine project; and (iv) approximately
25% will be used at the Company's Santa Fe Mine project for exploration permitting.
Less than 10% of the proceeds from the Offering will be used for payments to non -arm's
length parties of the Company other than normal course compensation of its officers,
directors, employees and consultants as part of general working capital purposes or to
persons conducting investor relations activities.
(c) the anticipated effect of the transaction on the issuer’s business and affairs:
Gross proceeds raised from the Offering will be used for general working capital
purposes as follows: (i) approximately 29% will be used for general and administrative
purposes; (ii) approximately 29% will be used for exploration at the Company's Santa Fe
Mine project; (iii) approximately 17% will be used for metallurgical testing and
supporting consultants for the Company's Santa Fe Mine project; and (iv) approximately
25% will be used at the Company's Santa Fe Mine project for exploration permitting.
Less than 10% of the proceeds from the Offering will be used for payments to non -arm's
length parties of the Company other than normal course compensation of its officers,
directors, employees and consultants as part of general working capital purposes or to
persons conducting investor relations activities.
(d) a description of:
(i) the interest in the transaction of every interested party and of the related
parties and associated entities of the interested parties:
In connection with the Offering, an aggregate of 10,000,000 Common Shares
were acquired by ASA Gold and Precious Metals Limited, an insider of the
Company.
(ii) the anticipated effect of the transaction on the percentage of securities of the
issuer, or of an affiliated entity of the issuer, beneficially owned or controlled
by each person or company referred to in subparagraph (i) for which there
would be a material change in that percentage:
Immediately prior to closing the Offering, ASA held 27,759,000 Common Shares
and 6,700,000 Common Share purchase warrants, representing 13.46% of the
issued and outstanding Common Share, or approximately 16.18% of the issued
and outstanding Common Share on a partially diluted basis. Upon completion of
the Offering, ASA held 37,759,000 Common Share and 6,700,000 Common
Share purchase warrants, representing 15.59% of the issued and outstanding
Common Share, or approximately 17.86% of the issued and outstanding
Common Share on a partially diluted basis.
(e) unless this information will be included in another disclosure document for the
transaction, a discussion of the review and approval process adopted by the board
of directors and the special committee, if any, of the issuer for the transaction,
including a discussion of any materially contrary view or abstention by a director
and any material disagreement between the board and the special committee:
A resolution of the board of directors was passed on January 17, 2025, approving the
Offering. No special committee was established in connection with the Offering, and no
materially contrary view or abstention was expressed or made by any director.
(f) A summary in accordance with section 6.5 of MI 61- 101, of the formal valuation, if
any, obtained for the transaction, unless the formal valuation is included in its
entirety in the material change report or will be included in its entirety in another
disclosure document for the transaction:
Not applicable.
(g) disclosure, in accordance with section 6.8 of MI 61 -101, of every prior valuation in
respect of the issuer that relates to the subject matter of or is otherwise relevant to
the transaction:
(i) that has been made in the 24 months before the date of the material change
report:
Not applicable.
(ii) the existence of which is known, after reasonable enquiry, to the issuer or to
any director or officer of the issuer:
Not applicable.
(h) the general nature and material terms of any agreement entered into by the issuer,
or a related party of the issuer, with an interested party or a joint actor with an
interested party, in connection with the transaction:
Other than subscription agreements for the Common Shares, the Company did not enter
into any agreement with an interested party or a joint actor with an interested party in
connection with the Offering. To the Company’s knowledge, no related party to the
Company entered into any agreement with an interested party or a joint actor with an
interested party, in connection with the Offering.
(i) disclosure of the formal valuation and minority approval exemptions, if any, on
which the issuer is relying under sections 5.5 and 5.7 of MI 61 -101 respectively, and
the facts supporting reliance on the exemptions:
The Company relied on the exemptions from the valuation and minority shareholder
approval requirements of MI 61-101 contained in sections 5.5(b) and 5.7(1)(a) of MI 61-
101, as the Company is not listed on a specified market and the fair market value of the
participation in the Offering by the insider does not exceed 25% of the market
capitalization of the Company in accordance with MI 61-101.
6. Reliance on subsection 7.1(2) of National Instrument 51-102
The report is not being filed on a confidential basis.
7. Omitted Information
No significant facts have been omitted from this Material Change Report.
8. Executive Officer
For further information, contact Kimberly Ann Arntson, Chief Executive Officer and President at
(530) 414-4400.
9. Date of Report
This report is dated at Toronto, this 7th day of February, 2025.
Forward-looking Information
This material change report contains forward-looking information which is not comprised of
historical facts. Forward -looking information is characterized by words such as “plan”,
“expect”, “project”, “intend”, “believe”, “anticipate”, “estimate” and other similar words, or
statements that certain events or conditions “may” or “will” occur. Forward -looking
information involves risks, uncertainties and other factors that could cause actual events, results,
and opportunities to differ materially from those expressed or implied by such forward- looking
information. Factors that could cause actual results to differ materially from such forward -
looking information include, but are not limited to, changes in the state of equity and debt
markets, fluctuations in commodity prices, delays in obtaining required regulatory or
governmental approvals, and other risks involved in the mineral exploration and development
industry, including those risks set out in the Company’s management’s discussion and analysis as
filed under the Company’s profile at www.sedar plus.ca. Forward -looking information in this
material change report is based on the opinions and assumptions of management considered
reasonable as of the date hereof, including that all necessary governmental and regulatory
approvals will be received as and when expected. Although the Company believes that the
assumptions and factors used in preparing the forward- looking information in this material
change report are reasonable, undue reliance should not be placed on such information. The
Company disclaims any intention or obligation to update or revise any forward- looking
information, other than as required by applicable securities laws.