MegaWatt Announces Closing of the First Tranche

The FT Units and the NFT Units are collectively referred to herein as the  'Units'.  

Each FT Unit consists of one common share in the capital of the Company which will be designated as a flow-through share (a FT Share) pursuant to the Income Tax Act (Canada), and one-half of one common share purchase warrant. 

Each NFT Unit consists of one common share in the capital of the Company (a Share) and one-half of one Warrant. Each Warrant entitles the holder thereof to purchase one Share (a Warrant Share) at $0.12 per Warrant Share until September 22, 2024.

The first tranche closing of the Offering consisted of 400,000 Units and 8,400,000 FT Units for aggregate gross proceeds of $656,000. The Company has paid eligible finders a cash commission in the amount of $43,960.00, being up to 7% of the aggregate proceeds from the sale of Units to purchasers introduced by the finders and issued an aggregate of 616,000 non‑transferable share purchase warrants, being up to 7% of the number of Units sold under the Offering to purchasers introduced by the finders. 

Each Finder's Warrant entitles the holder thereof to purchase one Share at a price of $0.12 per Share until September 22, 2024.  The Company has also paid $1,960.00 plus tax as advisory fee.  All securities issued in connection with the first tranche of the Offering are subject to a statutory hold period of fourth months plus a day in accordance with applicable securities legislation ending on January 23, 2023.

The net proceeds from the sale of NFT Units will be used to fund the exploration of the Company's projects in Canada and Australia and for general working capital purposes.  

The gross proceeds from the issuance of the FT Shares will be used for Canadian Exploration Expenses, which will be renounced with an effective date no later than December 31, 2022 to the purchasers of the FT Shares in an aggregate amount not less than the gross proceeds raised from the issue of the FT Shares.  

If the Qualifying Expenditures are reduced by the Canada Revenue Agency, the Company will indemnify each subscriber of FT Units for any additional taxes payable by such subscriber as a result of the Company's failure to renounce the Qualifying Expenditures.