TASMAN METALS LTD. | |||
(Registrant) | |||
Date February 14, 2014
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By:
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/s/ Mark Saxon | |
Mark Saxon, President and CEO |
FORM 51-102F3
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MATERIAL CHANGE REPORT
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1.
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Name and Address of Company
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TASMAN METALS LTD. (the "Issuer")
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#1305 - 1090 West Georgia Street
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Vancouver, British Columbia V6E 3V7
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Phone: (604) 685-9316
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2.
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Date of Material Change
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February 11, 2014
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3.
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Press Release
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The press release was released on February 11, 2014 through various approved public media and filed with the TSX Venture Exchange and the British Columbia and Alberta Securities Commissions.
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4.
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Summary of Material Change(s)
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The Company announced that it has closed the first tranche of its private placement financing (the “First Tranche”) and issued 3,875,863 units at a price of CDN$1.10 per unit (the “Unit”) for gross proceeds of CDN$4,263,449.30.
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5.
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Full Description of Material Change
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The Company announced that further to its news release of January 22, 2014, the Company has closed the First Tranche of its private placement financing and has issued 3,875,863 Units at a price of CDN$1.10 per Unit for gross proceeds of CDN$4,263,449.30. Each Unit consists of one common share and one non-transferable common share purchase warrant. Each non-transferable common share purchase warrant exercisable at a price of CDN$1.50 per common share for a period of three years expiring on February 11, 2017.
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The net proceeds of the private placement are expected to be used to advance work on the Company’s Norra Karr and Olserum projects and for general working capital purposes.
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The Company has paid finders a cash commission of 7% of certain proceeds and will issue up to 9,450 non-transferable finder’s warrants with each finder’s warrant having the same terms as the warrants issued under this private placement financing. The Company has also issued 192,000 compensation options exercisable into Units to one finder with each unit having the same terms as the Units issued under this private placement financing.
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Under the First Tranche closing, Mr. Mark Saxon, President, CEO and a director of the Company, has purchased 10,000 Units for gross proceeds of $11,000. Mr. Saxon now holds approximately 4.19% of the issued and outstanding shares of the Company on a non-diluted basis. Mr. Robert Atkinson, a director of the Company, has purchased 50,000 Units for gross
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proceeds of $55,000. Mr. James Powell, Vice-President of Corporate Development for the Company, has purchased 23,000 Units for gross proceeds of $25,300.
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The securities issued under the private placement will be subject to a four-month hold period expiring on June 12, 2014.
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The Company anticipates closing a second tranche of its private placement financing (the “Second Tranche”) in March. The Second Tranche is intended to include two TSX Venture Exchange listed issuers, Caymus Resources Inc. (“Caymus”) and Ava Resources Corp. (“Ava”). It is anticipated that Caymus and Ava will collectively subscribe for approximately 1,032,102 Units in the Second Tranche. Caymus and Ava have announced their intentions to wind-up their operations after their subscription in the Second Tranche and to distribute the Units to their shareholders outside the United States (and cash is lieu of Units to their shareholders outside the United States) in liquidation. The closing of Caymus’ and Ava’s proposed transactions is subject to a number of conditions, including but not limited to, the receipt of all requisite regulatory approvals, including final exchange acceptance, and the approval of the shareholders of each of Caymus and Ava. As a result of Caymus’ and Ava’s winding-up transactions, it is anticipated that, on closing of the Second Tranche, Mr. DeMare, an officer, director and shareholder of the Company who is also a director and shareholder of both Caymus and Ava, will acquire 3,154 Units as a result of his shareholdings in Caymus and 1,502 Units as a result of his shareholdings in Ava.
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Caymus’ and Ava’s subscription in the Second Tranche will result in the private placement financing being oversubscribed by 367,511 Units for additional gross proceeds of $404,262. Subject to regulatory approval, finder’s fees consisting of cash and units may be paid in connection with the Second Tranche closing.
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Closing of the First Tranche did not result in a material change to the shareholdings of any of Messrs. Saxon, Atkinson, or Powell, and closing of the Second Tranche and the subsequent distribution of the Second Tranche Units by Caymus Resources Inc. and Ava Resources Corp. is not anticipated to result in a material change to the shareholdings of Mr. DeMare.
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The private placement was unanimously approved by the board of directors of the Company, with Messrs. Saxon, Atkinson and DeMare each having declared their interest in the private placement and abstained from voting on the approval thereof.
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The Company is exempted from the formal valuation and minority approval requirements under Multilateral Instrument 61-101 since the fair value of the consideration of the Units purchased by, or being distributed to, Messrs. Saxon, Atkinson, Powell and DeMare does not exceed 25% of the Company’s market capitalization. This material change report is being filed less than 21 days prior to the closing of the private placement. The shorter period was necessary in order to permit the Company to close the private placement in a timeframe consistent with usual market practice for transactions of this nature.
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6.
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Reliance on subsection 7.1(2) or (3) of National Instrument 51-102
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Not Applicable
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7.
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Omitted Information
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Not Applicable
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8.
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Officer
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Nick DeMare, CFO & Director
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Phone: (604) 685-9316
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9.
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Date of Report
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February 13, 2014
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