Form 45-106F1 Report of Exempt Distribution
ITEM 1 - REPORT TYPE
✖ New report
Amended report | If amended, provide filing date of report that is being amended. | (YYYY-MM-DD) | |
ITEM 2 - PARTY CERTIFYING THE REPORT
Indicate the party certifying the report (select only one). For guidance regarding whether an issuer is an investment fund, refer to section 1.1 of National Instrument 81-106Investment Fund Continuous Disclosure and the companion policy to NI 81-106.
Investment fund issuer
✖ Issuer (other than an investment fund)
Underwriter
ITEM 3 - ISSUER NAME AND OTHER IDENTIFIERS
Provide the following information about the issuer, or if the issuer is an investment fund, about the fund.
Full legal name Murchison Minerals Ltd.
Previous full legal name
If the issuer's name changed in the last 12 months, provide most recent previous legal name.
Website | www.murchisonminerals.com | (if applicable) |
If the issuer has a legal entity identifier, provide below. Refer to Part B of the Instructions for the definition of "legal entity identifier".
Legal entity identifier
If two or more issuers distributed a single security, provide the full legal name(s) of the co-issuer(s) other than the issuer named above.
Full legal name(s) of co-issuer(s) | (if applicable) | |
ITEM 4 - UNDERWRITER INFORMATION
If an underwriter is completing the report, provide the underwriter's full legal name and firm NRD number.
Full legal name
Firm NRD number | (if applicable) | |||||||
If the underwriter does not have a firm NRD number, provide the head office contact information of the underwriter.
Street address | ||||
Municipality | Province/State | |||
Country | Postal code/Zip code | |||
(if applicable) | ||||
Telephone number | Website | |||
ITEM 5 - ISSUER INFORMATION
If the issuer is an investment fund, do not complete Item 5. Proceed to Item 6.
- Primary industry
Provide the issuer's North American Industry Classification Standard (NAICS) code (6 digits only) that in your reasonable judgment most closely corresponds to the issuer's primary business activity.
NAICS industry code | 2 | 1 | 2 | 2 | 3 | 3 |
If the issuer is in the mining industry , indicate the stage of operations. This does not apply to issuers that provide services to issuers operating in the mining industry. Select the category that best describes the issuer's stage of operations.
✖ | Exploration | Development | Production |
Is the issuer's primary business to invest all or substantially all of its assets in any of the following? If yes, select all that apply.
Mortgages | Real estate | Commercial/business debt | Consumer debt | Private companies |
Cryptoassets
- Number of employees
Number of employees: | ✖ | 0 - 49 | 50 - 99 | 100 - 499 | 500 or more |
- SEDAR profile number
Does the issuer have a SEDARprofile?
No | ✖ Yes | If yes, provide SEDAR profile number | 0 | 0 | 0 | 1 | 7 | 3 | 8 | 3 |
If the issuer does not have a SEDAR profile complete Item 5(d) - (h).
- Head office address
Street address | Province/State | ||
Municipality | Postal code/Zip code | ||
Country | Telephone number | ||
- Date of formation and financial year-end
Date of formation | Financial year-end | |||||||||||
YYYY | MM | DD | MM | DD | ||||||||
f) Reporting issuer status | ||||||||||||
Is the issuer a reporting issuer in any jurisdiction of | No | Yes | ||||||||||
Canada? | ||||||||||||
If yes, select the jurisdictions of Canada in which the issuer is a reporting issuer.
All | AB | BC | MB | NB | NL | NT |
NS | NU | ON | PE | QC | SK | YT |
- Public listing status
If the issuer has a CUSIP number, provide below (first 6 digits only).
CUSIP number
If the issuer is publicly listed, provide the name of the exchange on which the issuer's equity securities primarily trade. Provide only the name of an exchange and not a trading facility such as, for example, an automated trading system.
Exchange name
- Size of issuer's assets
Select the size of the issuer's assets based on its most recently available annual financial statements (Canadian $). If the issuer has not prepared annual financial statements for its first financial year, provide the size of the issuer's assets at the distribution end date.
$0 to under $5M | $5M to under $25M | $25M to under $100M | ||
$100M to under $500M | $500M to under $1B | $1B or over | ||
ITEM 6 - INVESTMENT FUND ISSUER INFORMATION
If the issuer is an investment fund, provide the following information.
- Investment fund manager information
Full legal name
Firm NRD Number | (if applicable) | |||||||
If the investment fund manager does not have a firm NRD number, provide the head office contact information of the investment fund manager.
Street Address
Municipality | Province/State | ||
Country | Postal code/Zip code | ||
Telephone number | Website (if applicable) | ||
- Type of investment fund
Type of investment fund that most accurately identifies the issuer (select only one).
Money market | Equity | Fixed income | Balanced | |||
Alternative strategies | Cryptoasset | Other (describe) | ||||
Indicate whether one or both of the following apply to the investment fund.
Invests primarily in other investment fund issuers
Is a UCITs Fund 1
1Undertaking for the Collective Investment of Transferable Securities funds (UCITs Funds) are investment funds regulated by the European Union (EU) directives that allow collective investment schemes to operate throughout the EU on a passport basis on authorization from one member state.
- Date of formation and financial year-end of the investment fund
Date of formation | Financial year-end | |||||
YYYY | MM | DD | MM | DD |
- Reporting issuer status of the investment fund
Is the investment fund a reporting issuer in any jurisdiction of | No | Yes | ||
Canada? | ||||
If yes, select the jurisdictions of Canada in which the investment fund is a reporting issuer.
All | AB | BC | MB | NB | NL | NT |
NS | NU | ON | PE | QC | SK | YT |
- Public listing status of the investment fund
If the investment fund has a CUSIP number, provide below (first 6 digits only).
CUSIP number
If the investment fund is publicly listed, provide the name of the exchange on which the investment fund's securities primarily trade. Provide only the name of an exchange and not a trading facility such as, for example, an automated trading system.
Exchange name
- Net asset value (NAV) of the investment fund
Select the NAV range of the investment fund as of the date of the most recent NAV calculation (Canadian $).
$0 to under $5M | $5M to under $25M | $25M to under $100M | |||
$100M to under $500M | $500M to under $1B | $1B or over | Date of NAV calculation: | ||
YYYY MM DD
ITEM 7 - INFORMATION ABOUT THE DISTRIBUTION
If an issuer located outside of Canada completes a distribution in a jurisdiction of Canada, include in Item 7 and Schedule 1 information about purchasers resident in that jurisdiction of Canada only. Do not include in Item 7 securities issued as payment of commissions or finder's fees in connection with the distribution, which must be disclosed in Item 8. The information provided in Item 7 must reconcile with the information provided in Schedule 1 of the report.
- Currency
Select the currency or currencies in which the distribution was made. All dollar amounts provided in the report must be in Canadian dollars.
✖ | Canadian dollar | US dollar | Euro | Other (describe) |
- Distribution date(s)
State the distribution start and end dates. If the report is being filed for securities distributed on only one distribution date, provide the distribution date as both the start and end dates. If the report is being filed for securities distributed on a continuous basis, include the start and end dates for the distribution period covered by the report.
Start date | 2020-12-29 | End date | 2020-12-30 |
YYYY MM DD | YYYY MM DD |
- Detailed purchaser information
Complete Schedule 1 of this form for each purchaser and attach the schedule to the completed report.
- Types of securities distributed
Provide the following information for all distributions reported on a per security basis. Refer to Part A(12) of the Instructions for how to indicate the security code. If providing the CUSIP number, indicate the full 9-digit CUSIP number assigned to the security being distributed.
Canadian $ | |||||||
Security | CUSIP number | Number of | Single or | Highest | |||
Description of security | lowest | Total amount | |||||
code | (if applicable) | securities | price | ||||
price | |||||||
+ | FTS (Flow-Thro | 626426209 | Flow-Through Shares | 15,986,889.0000 | 0.0950 | 0.0950 | 1,518,754.50 |
- | |||||||
- Details of rights and convertible/exchangeable securities
If any rights (e.g. warrants, options) were distributed, provide the exercise price and expiry date for each right. If any convertible/exchangeable securities were distributed, provide the conversion ratio and describe any other terms for each convertible/exchangeable security.
Convertible / | Underlying | Exercise price | Expiry date | Conversion | ||
(Canadian $) | ||||||
exchangeable | ||||||
security code | security code | Lowest | Highest | (YYYY-MM-DD) | ratio | Describe other terms (if applicable) |
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- Summary of the distribution by jurisdiction and exemption
State the total dollar amount of securities distributed and the number of purchasers for each jurisdiction of Canada and foreign jurisdiction where a purchaser resides and for each exemption relied on in Canada for that distribution. However, if an issuer located outside of Canada completes a distribution in a jurisdiction of Canada, include distributions to purchasers resident in that jurisdiction of Canada only.
This table requires a separate line item for: (i) each jurisdiction where a purchaser resides, (ii) each exemption relied on in the jurisdiction where a purchaser resides, if a purchaser resides in a jurisdiction of Canada, and (iii) each exemption relied on in Canada, if a purchaser resides in a foreign jurisdiction.
For jurisdictions within Canada, state the province or territory, otherwise state the country.
Province or | Exemption relied on | Number of unique | Total amount | (Canadian $) | ||
country | purchasers2a | |||||
+ | Ontario | NI 45-106 2.3 [Accredited Investor] | 21 | 1,338,479.55 | ||
- | ||||||
+ | British Columb | NI 45-106 2.3 [Accredited Investor] | 2 | 109,499.95 | ||
- | ||||||
+ | Alberta | NI 45-106 2.3 [Accredited Investor] | 1 | 10,925.00 | ||
- | ||||||
+ | Manitoba | NI 45-106 2.3 [Accredited Investor] | 1 | 9,975.00 | ||
- | ||||||
+ | ||||||
- | ||||||
+ | ||||||
- | ||||||
+ | Quebec | NI 45-106 2.3 [Accredited Investor] | 1 | 49,875.00 | ||
- | ||||||
Province or | Exemption relied on | Number of unique | Total amount | (Canadian $) | ||
country | purchasers2a | |||||
Total dollar amount of securities distributed | 1,518,754.50 | |||||
Total number of unique purchasers2b | 26 |
2aIn calculating the number of unique purchasers per row, count each purchaser only once. Joint purchasers may be counted as one purchaser.
2bIn calculating the total number of unique purchasers to which the issuer distributed securities, count each purchaser only once, regardless of whether the issuer distributed multiple types of securities to, and relied on multiple exemptions for, that purchaser.
- Net proceeds to the investment fund by jurisdiction
If the issuer is an investment fund, provide the net proceeds to the investment fund for each jurisdiction of Canada and foreign jurisdiction where a purchaser resides.3 If an issuer located outside of Canada completes a distribution in a jurisdiction of Canada, include net proceeds for that jurisdiction of Canada only. For jurisdictions within Canada, state the province or territory, otherwise state the country.
Province or country | Net proceeds |
(Canadian $) | |
+
-
Total net proceeds to the investment fund
3"Net proceeds" means the gross proceeds realized in the jurisdiction from the distributions for which the report is being filed, less the gross redemptions that occurred during the distribution period covered by the report.
- Offering materials - This section applies only in Saskatchewan, Ontario, Québec, New Brunswick and Nova Scotia.
If a distribution has occurred in Saskatchewan, Ontario, Québec, New Brunswick or Nova Scotia, complete the table below by listing the offering materials that are required under the prospectus exemption relied on to be filed with or delivered to the securities regulatory authority or regulator in those jurisdictions.
In Ontario, if the offering materials listed in the table are required to be filed with or delivered to the Ontario Securities Commission (OSC), attach an electronic version of the offering materials that have not been previously filed with or delivered to the OSC.
Date of document or | Previously filed with | Date previously filed or delivered | |
Description | other material | or delivered to | |
(YYYY-MM-DD) | |||
(YYYY-MM-DD) | regulator? (Y/N) | ||
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Murchison Minerals Ltd. published this content on 24 January 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 24 January 2022 16:43:03 UTC.