1. Name and Address of Company SKRR Exploration Inc. (the "Company")
FORM 51-102F3
MATERIAL CHANGE REPORT
1. Name and Address of Company
SKRR Exploration Inc. (the "Company")
#605 – 815 Hornby Street
Vancouver, BC, V6Z 2E6
2. Date of Material Change
March 22, 2021
3. News Release
A news release was issued and disseminated on March 22, 2021 through a newswire
distribution service and filed on SEDAR. A copy of the news release is attached hereto as
Schedule “A”.
4. Summary of Material Change
The Company closed a non-brokered private placement of 772,407 units (each a “Unit”) for
gross proceeds of $208,550 (the “Private Placement”). Each Unit was priced at $0.27 and is
comprised of one common share and one -half of one common share purchase warrant
(“Warrant”). Each whole Warrant is exercisable to purchase one co mmon share of the
Company at a price of $0.40 per share for a period of 24 months from the date of closing the
Private Placement. The Company also announces that it has closed a non -brokered private
placement of 6,053,300 flow-through common shares (“FT Shares”) at a price of $0. 30 per
FT Share for gross proceeds of $1,815,990 (the “FT Private Placement”).
5. Full Description of Material Change
5.1 Full Description of Material Change:
A news release was issued and disseminated on March 22, 2021 through a newswire
distribution service and filed on SEDAR. A copy of the news release is attached hereto as
Schedule “A”.
An insider purchased 50,000 Units pursuant to the Private Placement and another insider
purchased 50,000 FT Shares pursuant to the FT Private Placement (the “Insider Placees”).
These issuances constituted “related party transactions” with the Company under applicable
securities regulatory rules and policies. The Insider Placees and their Common Share
positions before and after completion of the Private Placements are as follows:
Insider Placee
Common
Shares Owned
Prior to the
Private
Placements
Common
Shares
Acquired
under the
Private
Placements
Common
Shares
Owned After
the Private
Placements
Percentage of
Common
Shares After
the Private
Placements(1)
Number of
Common
Shares
Owned After
the Private
Placements
(Diluted)(2)
Percentage of
Common
Shares After
the Private
Placements
(Partially
Diluted)(3)
Ross McElroy 3,071,330 50,000 3,121,330 6.71% 3,121,330 6.71%
Sherman Dahl 1,625,556 50,000 1,675,556 3.6% 1,700,556 3.65%
Notes:
(1) Based on issued and outstanding Common Share on an undiluted basis after completion of the Private Placements.
(2) Includes Warrant Shares issuable to the Insider Placee, but excludes common shares un derlying other
outstanding warrants and options issued by the Company.
(3) Based on issued and outstanding common shares on a partially diluted basis taking into account the common
shares issuable to the Insider Placee upon exercise of the Warrants, but excluding common shares underlying
other outstanding convertible securities of the Company.
The Insider Placees that participated in the Private Placement did so for investment
purposes. The Insider Placees’ subscriptions contributed $28,500 of gross proceeds to the
Company under the Private Placement . T he Insider Placees entered into subscription
agreements with the Company that contain customary terms and in the same form that was
entered into by other subscribers under the Private Placement.
The Insider Placees’ participation in the Private Placement constitute s “related party
transactions” within the meaning of Multilateral Instrument 61-101 - Protection of Minority
Security Holders in Special Transactions (“MI 61-101”). The issuance of the securities to
the Insider Placees are exempt from the formal valuation and minority shareholder approval
requirements under MI 61- 101 pursuant to subsections 5.5(b) and 5.7(1)(a) as the
Company’s common shares are not listed on a specified market and the fair market value of
these Units and common shares will not exceed 25% of the C ompany’s market
capitalization.
5.2 Disclosure for Restructuring Transactions:
Not applicable.
6. Reliance on subsection 7.1(2) of National Instrument 51-102:
Not applicable.
7. Omitted Information
Not applicable.
8. Executive Officer
The name and business telephone number of an executive officer of the Company who is
knowledgeable about the material change and this material change report is:
Sherman Dahl
President & CEO
Tel: 250-558-8340
9. Date of Report
March 22, 2021
SKRR Exploration Inc. Closes Private
Placement Financing
Vancouver, British Columbia--(Newsfile Corp. - March 22, 2021) -
SKRR Exploration Inc. (
TSXV:
SKRR) (OTC Pink: SKKRF) (FSE: B04Q
) ("
SKRR
" or the "
Company
") is pleased to announce that it
has closed the previously announced non-brokered private placement (the "
FT Private Placement
")
consisting of 6,053,300 flow-through common shares (the "
FT Shares
") at a price of $0.30 per FT
Share for aggregate gross proceeds of $1,815,990.
The Company also closed a non-brokered private placement (the "
Private Placement
") consisting of
772,407 units (each, a "
Unit
") at a price of $0.27 per Unit for gross proceeds of $208,550. Each Unit is
comprised of one common share and one-half of one common share purchase warrant. Each whole
warrant is exercisable to purchase one common share of the Company at a price of $0.40 per share for
a period of twenty-four (24) months from the date of closing the Private Placement.
The proceeds from the FT Private Placement and the Private Placement will be used for exploration
expenditures on the Company's projects and for general corporate purposes and working capital.
Sherman Dahl, CEO comments:
"The entire SKRR team looks forward to continued discovery success in 2021.
We are well funded for
the current drilling within the discovery zone of the Olson project, and assays are pending on the exciting
Leland project, which is in close proximity to the SSR Mining/Taiga Gold Fisher project. In addition, gold
is back on investors radar as an asset class, as it should be. Gold seemed irrelevant for many a few
weeks ago; there was more action in other sectors.
Gold is back as a player on the field again, after
being benched for a while.
The closing of this current financing demonstrates the commitment of our
retail and institutional investors towards the SKRR team and gold discovery in the underexplored
Saskatchewan Trans Hudson Corridor."
All securities issued in connection with the FT Private Placement and the Private Placement are subject
to a four month hold period from the closing date in accordance with applicable securities laws. In
connection with the FT Private Placement and the Private Placement, the Company paid aggregate
cash finder's fees of $119,944.28 and issued 353,500 non-transferable compensation options
exercisable for the purchase of Units at $0.27 per Unit for a period of twenty-four (24) months from the
date of closing.
A portion of the FT Private Placement and the Private Placement constitutes a "related party
transaction" within the meaning of Multilateral Instrument 61-101 -
Protection of Minority Security
Holders in Special Transactions
("
MI 61-101
") as securities were issued to a senior officer and a
director of the Company pursuant to the FT Private Placement and the Private Placement. The
issuances of the securities to the two insiders of the Company are exempt from the formal valuation and
minority shareholder approval requirements under MI 61-101 pursuant to subsections 5.5(b) and 5.7(1)
(a) as the Company's common shares are not listed on a specified market and the fair market value of
these securities do not exceed 25% of the Company's market capitalization.
About SKRR Exploration Inc.
:
SKRR is a Canadian-based precious metal explorer with properties in Saskatchewan - one of the
world's highest ranked mining jurisdictions. The primary exploration focus is on the Trans-Hudson
Corridor in Saskatchewan in search of world class precious metal deposits. The Trans-Hudson Orogen -
although extremely well known in geological terms has been significantly under-explored in
Saskatchewan. SKRR is committed to all stakeholders including shareholders, all its partners and the
environment in which it operates.
ON BEHALF OF THE BOARD
Sherman Dahl
President & CEO
Tel: 250-558-8340
Rich Matthews, Investor Relations
Integrous Communications
+1 6047577179
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
news release.
This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be
any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be
unlawful, including any of the securities in the United States of America. The securities have not been
and will not be registered under the United States Securities Act of 1933, as amended (the "
1933 Act
")
or any state securities laws and may not be offered or sold within the United States or to, or for account
or benefit of, U.S. Persons (as defined in Regulation S under the 1933 Act) unless registered under the
1933 Act and applicable state securities laws, or an exemption from such registration requirements is
available.
Cautionary Statement Regarding Forward-Looking Information
This news release contains "forward-looking information or statements" within the meaning of applicable
securities laws, which may include, without limitation, statements that address the Private Placement,
use of proceeds, other statements relating to the technical, financial, and business prospects of the
Company, its projects, and other matters. All statements in this news release, other than statements of
historical facts, that address events or developments that the Company expects to occur, are forward-
looking statements. Although the Company believes the expectations expressed in such forward-looking
statements are based on reasonable assumptions, such statements are not guarantees of future
performance and actual results may differ materially from those in the forward-looking statements. Such
statements and information are based on numerous assumptions regarding present and future business
strategies and the environment in which the Company will operate in the future, including the price of
metals, the ability to achieve its goals, that general business and economic conditions will not change in
a material adverse manner, that financing will be available if and when needed and on reasonable terms.
Such forward-looking information reflects the Company's views with respect to future events and is
subject to risks, uncertainties and assumptions, including those filed under the Company's profile on
SEDAR at
www.sedar.com
. Factors that could cause actual results to differ materially from those in
forward looking statements include, but are not limited to, continued availability of capital and financing
and general economic, market or business conditions, adverse weather conditions, decrease in the
price of gold and other metals, equipment failures or failure to obtain the necessary equipment, adverse
weather conditions, failure to maintain all necessary government permits, approvals and authorizations,
the impact of COVID-19 or other viruses and diseases on the Company's ability to operate, failure to
maintain community acceptance (including First Nations), increase in costs, litigation, and failure of
counterparties to perform their contractual obligations. The Company does not undertake to update
forward-looking statements or forward-looking information, except as required by law.
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR RELEASE, PUBLICATION,
DISTRIBUTION OR DISSEMINATION DIRECTLY, OR INDIRECTLY, IN WHOLE OR IN PART, IN OR
INTO THE UNITED STATES.
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