Millrock Announces Bought Deal and Concurrent Non-Brokered Private Placements - Seite 2

The gross proceeds from the Bought Deal and (if fully subscribed) the Concurrent Non-Brokered Placement in the aggregate amount of $2,040,000 will be used to advance exploration on the Company’s current projects (as to approximately $250,000), for generation of new projects (as to approximately $650,000), marketing of projects to funding partners (as to approximately $150,000) and the remainder for general corporate purposes.

If the Concurrent Non-Brokered Placement is oversubscribed and not increased (which would require the approval of the Company, REDPLUG and the TSX Venture Exchange), Units will first be allocated to EMX Royalty Corp. (which holds the right to maintain their current ownership percentage of Millrock shares) and thereafter pro rata among all subscribers in the Concurrent Non-Brokered Placement based upon the subscription amounts set out in their subscription agreements.

REDPLUG will be paid an 8% cash commission and will be issued broker warrants for the purchase, at the Offering Price, of such number of Units as is equal to 8% of the aggregate number of Units sold under the Bought Deal and Over-Allotment Option. Finder’s fees of 7% cash and 7% finder’s warrants (the “Finder’s Warrants”) may be paid in connection with the Concurrent Non-Brokered Placement. The Finder’s Warrants have the same terms as the Unit Warrants except that they will be non-transferable.

The Bought Deal and the Concurrent Non-Brokered Placement are subject to TSX Venture Exchange approval. All securities issued will be subject to a four-month hold period. The Bought Deal and the Concurrent Non-Brokered Placement are expected to close on March 8, 2022.

Existing Shareholder Exemption
To be eligible to subscribe under the Existing Shareholder Exemption, the subscriber must: a) have been a shareholder of the Company at the close of business on February 23, 2021 and continue to hold common shares of the Company until the closing date of the Concurrent Non-Brokered Placement, b) be purchasing the Units as principal for their own account and not for any other party, and c) not have subscribed for more than $15,000 of securities of the Company, including the current subscription, in the past 12 months unless they have first received advice from a registered investment dealer regarding the suitability of the investment.