Midasco Announces Completion of Non-Brokered Private Placement
c/o 12216 Boundary Drive North, Surrey, B.C. V3X 1Z5
Phone: (604) 503-09861 Email:[email protected]
April 16, 2025 NEWS RELEASE
Midasco Announces Completion of Non-Brokered Private Placement
Vancouver, B.C. – The Company (Midasco Capital Corp. – TSX-V Symbol MGC .H) wishes to announce
that it has completed its previously announced non -brokered private placement of 7,0 00,000 u nits of the
Company (the “Units”) at the price of $0.05 per Unit for gross proceeds of up to $350,000 (the “Offering”). Each
Unit consists of one common share of the Company (the “ Common Shares”) and one Common Share purchase
warrant (a “ Warrant”). Each Warrant entitles the holder to purchase one additional C ommon Share of the
Company at an exercise price of $0.075 per share for a period 12 months from the date of closing.
The n et proceeds from this O ffering will be used to identify and evaluate new business opportunities in the
mineral resource sector and for general working capital.
All securities issued pursuant to the Offering are subject to a four-month hold period ending August 17, 2025. In
addition, the securities will be subject to a contractual restriction on transfer for a period of 12 months from the
date of closing, with 1/12 th of the securities being released to investors on each one -month anniversary of the
closing date, subject to acceleration at the sole discretion of the Company.
Related Party Transaction
Certain directors and officers of the Company participate d in the Offering, acquiring an aggregate of 1,600,000
Units on the same basis as other subscribers. Participation in the Offering by these inisiders of the Company
constitutes a “related party transaction” within the meaning of Multilateral Instrument 61 -101 Protection of
Minority Security Holders in Special Transactions (“ MI 61 -101”). The Company is exempt from the formal
valuation and minority shareholder approval requirements of Sections 5.5(a) and 5.7(1)(a) of MI 61 -101, as
neither the fair market value of securities issued to the insiders nor the consideration paid by such insiders
exceeds 25% of the Company’s market capitalization. The Company did not file a material change report in
respect of the participation of the insiders in the Offering at least 21 days before closing of the Offering, as the
details of the insiders’ participation was not settled until shortly prior to closing of the Offering.
Early Warning Disclosure
In accordance with National Instrument 62 -103 – The Early Warning System and Related Take -Over Bid and
Insider Reporting Issues, each of Burton Egger and William Pettigrew will file an early warning report (the “Early
Warning Report”) regarding the change in their respective ownership and control of securities of the Company.
Prior to the completion of the Offering, Mr. Egger beneficially owned or exercised control or direction over
5,314,009 Common Shares, representing approximately 32.27% of the issued and outstanding Common Shares
on both an undiluted and partially diluted basis. Upon completion of the Offering, Mr. Egger beneficially owns or
exercises control or direction over 6,714,009 Common Shares and 1,400,000 Warrants, representing
approximately 28.67% of the issued and outstanding Common Shares on an undiluted basis and 26.63 % of the
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issued and outstanding Common Shares on a partially diluted basis assuming that M r. Egger exercised all of his
Warrants, and no other holders of convertible securities exercised or converted any of their securities.
Prior to the completion of the Offering , Mr. Pettigrew beneficially owned or exercised control or direction over
2,293,496 Common Shares, representing approximately 13.93% of the issued and outstanding Common Shares
on both an undiluted and partially diluted basis. Upon completion of the Offering, Mr. Pettigrew beneficially
owns or exercises control or direction over 2,493,496 Common Shares and 200,000 Warrants, representing
approximately 10.62% of the issued and outstanding Common Shares on an undiluted basis and 8.84 % of the
issued and outstanding Common Shares on a partially diluted basis assuming that M r. Pettigrew exercised all of
his Warrants, and no other holders of convertible securities exercised or converted any of their securities
The securities acquired under the Offering are being acquired by Mr. Egger and Mr. Pettigrew, respectively, for
investment purposes. Neither Mr. Egger nor Mr. Pettigrew has any current intention to enter into any of the
transactions listed in clauses (a) to (k) of item 5 of Form 62 -103F1 of National Instrument 62 -103 – The Early
Warning System and Related Take -over Bid and Insider Reporting Issues ("NI 62-103"), but in the future either
one of them may acquire or dispose of securities of the Company depending on market conditions,
reformulation of plans and/or other relevant factors, in each case in accordance with applicable securities laws.
The Early Warning Reports that will be filed on SEDAR+ in respect of the Offering will satisfy the requirement of
Section 5.2 of NI 62-104 to have the Early Warning Report filed by an acquiror, in this case by Mr. Egger and Mr.
Pettigrew, respectively , with the securities regulatory authorities in each of the jurisdictions in which the
Company is a reporting issuer and which contains the information required by section 3.1 of NI 62 -103, which
includes the information required by Form 62-103F1.
Copies of the Early Warning Reports filed by Mr. Egger and Mr. Pettigrew in connection with the Offering will be
available under the Company's profile on the SEDAR+ website at www.sedarplus.ca
The Offering remains subject to the final acceptance of the TSX Venture Exchange.
For further information please contact:
William Pettigrew, Chief Executive Officer
Ph: (604) 313-8585
Forward Looking Statements
This news release contains statements that constitute “forward -looking statements.” Such forward looking
statements involve known and unknown risks, uncertainties and other factors that may cause the Company ’s
actual results, performance or achievements, or developments in the industry to differ materially from the
anticipated results, performance or achievements expressed or implied by such forward -looking statements.
Forward-looking statements are statements that are not historical facts and are generally, but not always,
identified by the words “expects,” “plans,” “anticipates,” “believes,” “intends,” “estimates,” “projects,”
“potential” and similar expressions, or that events or conditions “will,” “would,” “may,” “could” or “should”
occur. Forward-looking statements in this document include the Company’s expected use of proceeds from the
Offering, the expectation that the Company will receive final regulatory approval for the Offering and all other
statements that are not statements of historical fact.
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Although the Company believes the forward -looking information contained in this news release is reasonable
based on information available on the date hereof, by their nature forward -looking statements involve known
and unknown risks, uncertainties and other factors which may cause our actual results, performance or
achievements, or other future events, to be materially different from any future results, performance or
achievements expressed or implied by such forward -looking statements. By their nature, these statements
involve a variety of assumptions, known and unknown risks and uncertainties and other factors, which may
cause actual results, levels of activity and achievements to differ materially from those expressed or implied by
such statements.
Examples of such assumptions, risks and uncertainties include, without limitation, assumptions, risks and
uncertainties associated with general economic conditions; adverse industry events; future legislative and
regulatory developments; the Company’s ability to access sufficient capital from internal and external sources,
and/or inability to access sufficient capital on favorable terms; the ability of the Company to implement its
business strategies; competition; the ability of the Company to obtain and retain all applicable regulatory and
other approvals and other assumptions, risks and uncertainties.
THE FORWARD-LOOKING INFORMATION CONTAINED IN THIS NEWS RELEASE REPRESENTS THE EXPECTATIONS
OF THE COMPANY AS OF THE DATE OF THIS NEWS RELEASE AND, ACCORDINGLY, IS SUBJECT TO CHANGE
AFTER SUCH DATE. READERS SHOULD NOT PLACE UNDUE IMPORTANCE ON FORWARD -LOOKING
INFORMATION AND SHOULD NOT RELY UPON THIS INFORMATION AS OF ANY OTHER DATE. WHILE THE
COMPANY MAY ELECT TO, IT DOES NOT UNDERTAKE TO UPDATE THIS INFORMATION AT ANY PARTICULAR
TIME EXCEPT AS REQUIRED IN ACCORDANCE WITH APPLICABLE LAWS.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any securities of the
Company in any jurisdiction in which such offer, solicitation or sale would be unlawful. These securities have not
been and will not be registered under the United States Securities Act of 1933, as amended (the “ U.S. Securities
Act”) or any U.S. state securities law and may not be offered or sold in the United States except in compliance
with the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws or pursuant
to an exemption therefrom.
Neither the TSX Venture Exchange nor its Regulatory Services Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy of this release
NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES