ExGen Resources Inc. (TSX-V: EXG) (OTC: BXXRF) is pleased to announce that, further to its news releases dated November 23, 2021, January 14, 2022 and January 18, 2022, it has completed its previously announced non-brokered private placement offering on March 18, 2022, pursuant to which ExGen issued 28,800,000 common shares in the capital of ExGen at a price of $0.10 per Common Share, for aggregate gross proceeds of $2,880,000. ExGen has paid a finder’s fees on certain of the issuances in the Private Placement totalling $6,700. All securities issued in connection with the Private Placement are subject to a hold period of four months and one day from March 18, 2022. The net proceeds from the Private Placement will be used for potential exploration and development on ExGen’s properties including the Empire Mine Project, potential future acquisitions and general working capital.
Early-Warning Reporting Matters and MI 61-101 and TSXV Policy 5.9 Disclosure
As a result of his participation in the Private Placement, Jason Riley of 1196 Jefferson Ave, West Vancouver, BC V7T 2A8, the President and Chief Executive Officer of ExGen, acquired beneficial ownership of 8,750,000 Common Shares. Prior to the Private Placement, Mr. Riley held 2,780,000 Common Shares, being 7.92% of the issued and outstanding Common Shares of ExGen prior to the Private Placement. As a result of the Private Placement, the amount of Common Shares beneficially held by Mr. Riley is 11,530,000, amounting to 18.05% of the issued and outstanding Common Shares of ExGen on a diluted and non-diluted basis. Mr. Riley participated in the Private Placement pursuant to an exemption from the prospectus requirements, and participated on equal terms available to all subscribers under the Private Placement, purchasing Common Shares at a price of $0.10 per share for a total consideration of $875,000 paid to ExGen. Mr. Riley participated in the Private Placement in the ordinary course of business and acquired the Common Shares for investment purposes. In accordance with applicable securities laws and subject to applicable stock exchange requirements, Mr. Riley may from time to time and at any time directly or otherwise, increase or decrease his ownership, control or direction of Common Shares and/or other equity, debt or other securities or instruments of ExGen in the open market, by privately negotiated agreement, or otherwise. A copy of the Early Warning Report in relation to Mr. Riley’s participation in the Private Placement will be filed under ExGen’s profile on www.SEDAR.com.
The participation of Jason Riley and Mark Swartout, a director of the Corporation, in the Private Placement constitutes a “related party transaction” within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions and TSXV Policy 5.9. ExGen is relying upon exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 pursuant to sections 5.5(b) [Issuer Not Listed on Specified Markets] and 5.7(1)(b)[ Fair Market Value Not More Than $2,500,000], respectively, of MI 61-101 on the basis that ExGen is not listed on a specified stock exchange and, at the time the Private Placement was agreed to, neither the fair market value of the securities to be distributed pursuant to the Private Placement to such persons, nor the consideration to be received for those securities, will exceed $2,500,000. No special committee was established in connection with the Private Placement. The Board of Directors of ExGen has unanimously approved the Private Placement and no materially contrary view or abstention was expressed or made by any director in relation to the Private Placement (other than the abstention of the Mr. Riley and Mr. Swartout as required pursuant to the Business Corporations Act (British Columbia)). The material change report to be filed in relation to the closing of the Private Placement will not be not filed at least 21 days prior to the completion of the Private Placement as contemplated by MI 61-101. ExGen believes that this shorter period is reasonable and necessary in the circumstances as the completion of the Private Placement occurred shortly before the issuance of such material change report in relation to the Private Placement.
About ExGen Resources Inc.
ExGen, formerly Boxxer Gold Corp, is a project accelerator that seeks to fund exploration and development of our projects through joint ventures and partnership agreements. This approach significantly reduces the technical and financial risks for ExGen, while maintaining the upside exposure to new discoveries and potential cash flow. ExGen intends to build a diverse portfolio of projects across exploration stages and various commodity groups. ExGen currently has 5 projects in Canada and the US.
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