Companies That Mackie Research Capital Corporation, Bought Private Placements In.

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Walcott Announces Closing of Brokered Private Placement and Announces DTC Eligibility for its Common Shares
Vancouver, British Columbia--(Newsfile Corp. - September 18, 2020) - Walcott Resources Ltd. (CSE: WAL) (the "Company" or "Walcott") is pleased to announce, further to its press release dated August 13, 2020, that it has closed a brokered private placement (the "Private Placement") consisting of the issuance of 11,463,000 common shares of the Company (the "Common Shares") at a price of $0.25 per Common Share for gross proceeds of $2,865,750. Mackie Research Capital Corporation (the "Agent") acted as lead agent for the Offering, pursuant to an agency agreement dated September 18, 2020 (the "Agency Agreement").

Under the Agency Agreement, the Company paid to the Agent and members of the Agent's selling group (collectively, the "Agents") (i) a commission equal to $143,320 and 573,280 compensation warrants (each, a "Compensation Warrant"); (ii) an advisory fee equal to $10,731 and 40,880 Compensation Warrants; (iii) a corporate finance fee of $26,250 (inclusive of applicable taxes); and (iv) expenses and legal fees of the Agents. Each Compensation Warrant entitles the holder to acquire one Common Share at an exercise price of $0.25 per Common Share until September 18, 2022.


The Company intends to use the net proceeds from the Private Placement for exploration activities on the Company's Cobalt Hill coppergold-cobalt property, completion of the proposed acquisition of 1256714 B.C. Ltd. and exploration of the acquired silver projects and for general working capital purposes. All of the securities issued in connection with the Private Placement are subject to a statutory four-month hold expiring on January 19, 2021.

Marshall Farris, the CEO and a director of the Company subscribed for 80,000 Common Shares under the Private Placement. As a result, the Private Placement is a related party transaction (as defined under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101")). The Company relied upon section 5.5(a) and 5.7(a) as neither the fair market value of the subject matter of, nor the fair market value of the consideration for the Private Placement, insofar as it involves interested parties, exceeds 25% of the Company's market capitalization (calculated in accordance with MI 61-101).

https://www.newsfilecorp.com/release/64125/Walcott-Announces-Closing-of-Brokered-Private-Placement-and-Announces-DTC-Eligibility-for-its-Common-Shares