Rotation Announces Closing of Third and Final Tranche of Private Placement
BWL\460301\PP 2017 05\2028
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ROTATION ANNOUNCES CLOSING OF THIRD AND FINAL TRANCHE OF PRIVATE PLACEMENT
Vancouver, British Columbia, September 2 6, 2017 - Rotation Minerals Ltd. (the “Company”)
(TSXV: ROT) is pleased to announce that it has closed the third and final tranche of its non -brokered
private placement, previously announced on July 27, 2017 . The third tranche closing consisted of a
total of $264,225 raised through the issuance of 1,761,49 8 units at a price 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 securities issued or issuable under the third tranche of the private placement are subject to a hold
period until January 27, 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 subscriptions 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 part ies, 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.
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The Company issued a total of 8,548,166 units under all three tra nches of the private placement to
raise total proceeds of $1,282,225.
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.