Rotation Announces Amendment to Third Tranche of Private Placement
BWL\460301\PP 2017 05\2028
Not for distribution to U.S. news wire services or dissemination in the United States.
ROTATION ANNOUNCES AMENDMENT TO THIRD TRANCHE OF PRIVATE PLACEMENT
Vancouver, British Columbia, October 24, 2017 - Rotation Minerals Ltd. (the “Company”)
(TSXV: ROT) announced today that it ha d amended the third and final tranche of its non -brokered
private placement originally announced on July 27, 2017 . The third tranche closing consisted of a
total of $2 44,725 raised through the issuance of 1,631,498 units at a pric e of $0.15 per unit. Each
unit consists of one common share and one common share purchase warrant, each warrant
entitling the holder to purchase one additional common share, at $0.25 per share, until September
26, 2019.
No finder’s fees or commissions were paid in connection with the private placement.
All s ecurities issued or issuable under the third tranche of the private placement are subject to a
hold period until January 2 7, 2018, except as permitted by applicable Canadian securities laws and
the TSX Venture Exchange.
Proceeds from the private placement will be used to fund the acquisition, exploration and
evaluation of the Company’s mineral properties and as general working capital.
The third tranche of the private placement included the following sub scriptions from “related
parties” of the Company as defined in Multilateral Instrument 61 -101 Protection of Minority
Security Holders in Special Transactions ("MI 61-101"): Bradley Rourke (the Company’s President
and Chief Executive Officer) acquired 200,000 units and Christina Boddy (the Company’s Corporate
Secretary) acquired 15,000 units . The issuance of units to Bradley Rourke and Christina Boddy did
not result in a material change in the percentage of securities of the Company held by them . The
participation of Bradley Rourke and Christina Boddy in the private placement was exempt from
formal valuation and minority shareholder approval requirements pursuant to exemptions
contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 on the basis that at the time the private
placement was agreed to, neither the fair market value of the securities to be distributed in the
private placement nor the consideration to be received for those securities, insofar as the private
placement involved the related parties, exceeds 25% of the Company’s market capitalization.
The Company did not file a material change report more than 21 days before the expected closing
of the third tranche of the private placement as the details of the private placement and the
participation by the related part ies was not settled until shortly prior to closing and the Company
wished to close the private placement on an expedited basis for sound business reasons.
- 2 -
BWL\460301\PP 2017 05\2028
The Company issued a total of 8, 418,166 units under all three tranches of the priv ate placement to
raise total proceeds of $1,262,725.
ON BEHALF OF THE BOARD OF DIRECTORS
"Bradley Rourke"
Bradley Rourke,
President & CEO
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.