Gold Finder Closes $5.5 Million Subscription Receipts Private Placement in Connection With the Proposed Acquisition of Venzee - Seite 2

Subscription Receipts Private Placement

In connection with the Transaction, GFN has closed on December 11, 2017 the Subscription Receipts Private Placement. An aggregate of 11,000,000 Subscription Receipts were issued under the Subscription Receipts Private Placement at a price of CAD$0.50 per Subscription Receipt, for total gross proceeds of $5.5 million.

Each Subscription Receipt entitles the holder thereof to receive, immediately after closing of the Transaction, for no additional consideration, one unit of GFN (each a "Unit"), each Unit consisting of one GFN Common Share (post GFN Consolidation) and one half of one GFN Common Share purchase warrant (each whole warrant, a "Warrant") where each Warrant will be exercisable at any time for 24 months (subject to an acceleration clause) following the closing date of the Transaction at a price of CAD$0.75 per Warrant to acquire one GFN Common Share (post GFN Consolidation). The Subscription Receipts and all underlying securities are subject to a 4 month statutory hold period in accordance with applicable securities laws.

The gross proceeds of the Subscription Receipts Private Placement are being held in escrow and will be released to GFN upon the satisfaction of certain escrow release conditions, which includes the completion of the Transaction. As consideration for the services rendered by the Lead Agent in connection with the Subscription Receipts Private Placement, GFN has agreed to pay the Lead Agent a cash commission equal to 7% of the gross proceeds raised from the sale of Subscription Receipts (the "Commission") and warrants representing 7% of the number of Subscription Receipts issued under the Subscription Receipts Private Placement (each a "Broker Warrant"), representing an aggregate of 770,000 Broker Warrants. Pursuant to the Agency Agreement, 50% of the Commission was payable on closing of the Subscription Receipts Private Placement and the remaining 50% of the Commission shall become payable out of the funds being held in escrow upon satisfaction of the escrow release conditions. Each whole Broker Warrant will be delivered at closing of the Transaction and exercisable at any time for 24 months (subject to an acceleration clause) following the closing date of the Transaction at a price of CAD$0.75 per Broker Warrant to acquire one GFN Common Share (post GFN Consolidation).