MGM Resources Announces Closing of Private Placement

Toronto, Ontario--(Newsfile Corp. - February 14, 2020) -  MGM Resources Corp. ("MGM" or the "Company") is pleased to announce that it has closed a non-brokered private placement, raising aggregate gross proceeds of $100,000 through the issuance of 16,666,667 common shares in the capital of the Company (each, a "Common Share") at a price of $0.006 per Common Share (the "Offering"). The gross proceeds of the Offering will be used for general working capital purposes. All Common Shares issued pursuant to the Offering are subject to a statutory hold period of four months plus one day from the date of issuance, in accordance with applicable securities legislation.

Certain subscribers in the Offering are considered a "related party" to the Company under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101"). Accordingly, the Offering is considered a "related party" transaction pursuant MI 61-101. The Company relied upon the "Issuer Not Listed on Specified Markets" and "Fair Market Value Not More Than $2,500,000" exemptions from the formal valuation and minority shareholder approval requirements, respectively, under MI 61-101.The Company will be filing a material change report in respect of the related party transaction on SEDAR less than 21 days prior to the closing of the Offering due to the fact that the Company wished to close the Offering as soon as practicable to enable it to use the funds for short-term cash requirements.

In connection with the Offering, Greg Wilson of Ottawa, Ontario has acquired 7,666,667 Common Shares, and now holds an aggregate of 21,006,667 Common Shares, representing 41.3% of the issued and outstanding Common Shares on a non-diluted basis and partially diluted basis, being that the Company has no outstanding convertible securities. Prior to the Offering, Mr. Wilson beneficially owned, or exercised control or direction over, 13,340,000 securities of the Company, representing 39% of the issued and outstanding Common Shares. Mr. Wilson has acquired the securities for investment purposes and may, from time to time, acquire additional securities of the Company or dispose of such securities as Mr. Wilson may deem appropriate. For the purpose of NI 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues ("NI 62-103"), the address of Mr. Wilson is 466 Kenwood Avenue, Ottawa, Ontario, K2A 0K9.

In connection with the Offering, Jason I. Goldman Professional Corporation ("JIG Corp"), an Ontario incorporated holding company of Toronto, Ontario, acquired 3,452,400 Common Shares, and now holds an aggregate of 10,122,400 Common Shares representing approximately 19.9% of the issued and outstanding Common Shares on a non-diluted basis and partially diluted basis, being that the Company has no outstanding convertible securities. Prior to the Offering, JIG Corp held 6,670,000 Common Shares, representing 19.5% of the issued and outstanding Common Shares. JIG Corp acquired these securities for investment purposes and may, from time to time, acquire additional securities of the Company or dispose of such securities as JIG Corp may deem appropriate. For the purpose of NI 62-103, the registered office address of JIG Corp is 2100 - 40 King Street West, Toronto, ON M5H 2C2.

In connection with the Offering, Kevin Fickle of California, United States of America ("Mr. Fickle") acquired 3,833,333 Common Shares, and now holds an aggregate of 10,503,333 Common Shares representing approximately 20.65% of the issued and outstanding Common Shares on a non-diluted basis and partially diluted basis, being that the Company has no outstanding convertible securities. Prior to the Offering, Mr. Fickle held 6,670,000 Common Shares, representing 19.5% of the issued and outstanding Common Shares. Mr. Fickle acquired these securities for investment purposes and may, from time to time, acquire additional securities of the Company or dispose of such securities as Mr. Fickle may deem appropriate. For the purpose of NI 62-103, the registered office address of Mr. Fickle is 2621 Royal Oaks Drive, Alamo, CA 94507, USA.

Copies of the respective early warning reports that will be filed by Mr. Wilson, JIG Corp, and Mr. Fickle and may be obtained on the Company's SEDAR profile or by contacting the Company at (416) 710-4906.

About MGM

The Company is engaged in the business of mineral exploration in British Columbia. Its objective is to locate and develop economic precious and base metals properties of merit.

On behalf of the Board of Directors

Michael Lerner
Chief Executive Officer & Director
T: (416) 710-4906
E: [email protected]

2000 - 20th Floor, 1177 West Hastings Street
Vancouver, BC
V6E 2K3

Cautionary Statements

This press release may contain forward-looking statements including, but not limited to, comments regarding the timing and content of the Offering. Forward-looking statements address future events and conditions and therefore involve inherent risks and uncertainties. Actual results may differ materially from those currently anticipated in such statement.

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