Tracker Ventures closes $843,500 private placement

TRACKER VENTURES CORP. CLOSES PRIVATE PLACEMENT

Tracker Ventures Corp. has closed a non-brokered private placement for aggregate gross proceeds of $843,500.

The company has issued 12.05 million units of the company at a price of seven cents per unit. Each unit consists of one common share and one common share purchase warrant, with each warrant exercisable into one share at 20 cents for a period of three years from the date of issuance. The shares, warrants and warrant shares will be subject to a four-month statutory hold period as well as the following resale restrictions: (i) 25 per cent of such securities to be restricted for four months following issuance; (ii) 25 per cent of such securities to be restricted for eight months following issuance; (iii) 25 per cent of such securities to be restricted for 12 months following issuance; and (iv) 25 per cent of such securities to be restricted for 16 months following issuance.

In connection with the private placement, the company issued 315,700 finders’ warrants and paid a cash fee of $22,099 to certain finders. The company intends to use the net proceeds of the offering toward general working capital.

Certain directors, officers and other insiders of the company purchased or acquired direction and control over a total of 1,075,000 units under the private placement. The placement to those persons constitutes a related party transaction within the meaning of Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. The company has relied on exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of related party participation in the placement, as neither the fair market value (as determined under MI 61-101) of the subject matter of, nor the fair market value of the consideration for, the transaction, insofar as it involved the related parties, exceeded 25 per cent of the company’s market capitalization (as determined under MI 61-101).