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Avalon Advanced Materials Inc. — Capital/Financing Update 2005
Apr 20, 2005
43966_rns_2005-04-20_2e2958a7-22a8-4d15-94b6-ab70e9029451.pdf
Capital/Financing Update
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Form 51-102F3 Material Change Report
Item 1 Name and Address of Company
Avalon Ventures Ltd. (the “Issuer”) 111 Richmond Street West, Suite 1005 Toronto, Ontario M5H 2G4 Telephone: (416) 364-4938
Item 2 Date of Material Change
April 15, 2005
Item 3 News Release
A press release disclosing the material change was issued in Toronto, Ontario on April 18, 2005 and was disseminated through Filing Services Canada to its Full Service Network Timely Disclosure distribution list and a copy was filed with the TSX Venture Exchange, as well as the B.C., Ontario and Alberta Securities Commissions.
Item 4 Summary of Material Change
Private Placement.
The Issuer has completed the private placement of an aggregate 2,000,000 units at the price of $0.12 per unit for gross proceeds of $240,000.
Item 5 Full Description of Material Change
On April 15, 2005 the Issuer completed a non-brokered private placement of an aggregate of 2,000,000 non-flow-through units at a price of $0.12 per unit for gross proceeds of $240,000. Each unit consists of one common share and one-half of one share purchase warrant. One whole warrant will entitle the holder to purchase one common share at a price of $0.15 for a two year period expiring on April 16, 2007.
No commissions or finders fees were paid in connection with this transaction. The shares contained in the units and any shares issuable upon exercise of the warrants are subject to a four-month hold period expiring on August 16, 2005.
A list of the purchasers is as follows:
| Full name of Purchaser and place of residence |
Number of Units Purchased |
Price per Unit (Cdn $) |
Total Purchase Price (Cdn $) |
|---|---|---|---|
| Dr. Walter Zierman, Age-weighted Profit SharePlan&Trust, SantaFe, NM, USA |
750,000 | $0.12 | $ 90,000 |
| Sugar Creek Stiftung, Vaduz, Leichtenstein |
1,000,000 | $0.12 | $ 120,000 |
| Mr. Neal Krull, SantaFe, NM, USA | 250,000 | $0.12 | $ 30,000 |
| TOTAL | 2,000,000 | $240,000 |
The proceeds of the private placement totaling $240,000, will be used primarily for working capital. It is anticipated that some of the proceeds will be allocated to the new Thor Lake rare metals project once the acquisition agreement has been completed and the transaction closed.
Item 6 Reliance on subsection 7.1(2) or (3) of National Instrument 51-102
Not applicable.
Item 7 Omitted Information
Not applicable.
Item 8 Executive Officer
The Executive Officer of the Issuer who is knowledgeable about the material change and the report is Donald S. Bubar, President & CEO, (416) 364-4938.
Item 9 Date of Report
April 19, 2005.
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