August 20, 2021
Toronto, Ontario – August 20, 2021 – Magna Gold Corp. (TSXV: MGR) (OTCQB: MGLQF) (“Magna” or the “Company“) is pleased to announce, further to its announcements on May 13, 2021 and August 9, 2021, that the Company has closed the previously-announced private placement C$10,000,000 convertible debentures (the “Debentures“). Funds managed by Delbrook Capital Advisors Inc. (“Delbrook“) subscribed for C$10,000,000 aggregate principal amount of Debentures, for aggregate gross proceeds of C$10,000,000. The Company will pay Delbrook Capital Advisors Inc. a 1.25% arrangement fee on closing of the private placement.
The Debentures mature 24 months from the date of issuance (the “Maturity Date“). The Debentures will initially be unsecured obligations of the Company and will bear interest at a rate of 8.5% per annum until the date, on or before September 30, 2021 (or such later date as may be agreed by the Company and the holders), that the security contemplated by the Debentures is delivered to the holders. Following such delivery, if applicable, the Debentures will bear interest at a rate of 6.5% per annum. The principal amount of the Debentures is convertible into common shares of the Company at the election of the holder at any time prior to the close of business on the last business day immediately preceding the Maturity Date at a conversion price of C$1.25 per common share, subject to adjustment in certain events. The interest on the Debentures is convertible, at the election of the holder and subject to the approval of the TSXV, into either cash or common shares of the Company based on the closing price on the day prior to the issuance of a press release relating to the applicable interest payment date and will be paid in full, including in the event of early conversion.
The net proceeds of the Offering are expected to be used by the Company for mobilization and exploration activities across its portfolio. In connection with the Offering, Medalist Capital will receive a finder’s fee consisting of 600,000 common shares of the Company, and 450,000 common share purchase warrants of the Corporation (the “Finder’s Warrants“). The Finder’s Warrants will have a term of 36 months and an exercise price of C$1.25.
The securities issued in connection with the Offering are subject to a four month plus one day hold period, in accordance with the rules and policies of the TSX Venture Exchange (“TSXV“) and applicable Canadian securities laws. The Offering is subject to the final approval of the TSXV.