Cranbrook, British Columbia, (Newsfile Corp. – July 29, 2020) – MG Capital Corporation (the “Company”) (TSXV: DLP), the parent company of DLP Resources Inc., is pleased to announce that, further to its news release dated July 9, 2020, the Company has closed the non-brokered private placements (the “Placements”) of 2,922,051 common shares of the Company (the “Common Shares”) at a price of $0.19 per Common Share and 4,856,954 flow-through common shares of the Company (the “FT Shares”) at a price of $0.23 per FT Share, for combined gross proceeds of $1,672,289 (the “Financing”).

In connection with the Placements, the Company paid an aggregate cash commission of $116,384.16 and issued an aggregate of 541,146 non-transferable Common Share purchase warrants of the Company (the “Finder’s Warrants”) to certain eligible finders. Each Finder’s Warrant will entitle the holder thereof to acquire one Common Share of the Company for an exercise price of $0.25 per share for a period of two years from closing of the Financing.

The Company intends to use the proceeds from the Financing as follows:

Proceeds breakdown

The Company intends to spend the funds available to it as stated in this news release. There may be circumstances, however, where, for sound business reasons, a reallocation of funds may be necessary.

Existing Shareholder Exemption and Investment Dealer Exemption

The Financing was made available to existing shareholders of the Company who, as of the close of business on July 8, 2020, held common shares of the Company (and who continue to hold such common shares as of the date of this news release), pursuant to the prospectus exemption set out in BC Instrument 45-534 – Exemption From Prospectus Requirement for Certain Trades to Existing Security Holders and in similar instruments in other jurisdictions in Canada (the “Existing Shareholder Exemption”). The Existing Shareholder Exemption limits a shareholder to a maximum investment of CAD$15,000 in a 12-month period unless the shareholder has obtained advice regarding the suitability of the investment and, if the shareholder is resident in a jurisdiction of Canada, that advice has been obtained from a person that is registered as an investment dealer in the jurisdiction.

The Company also made the Financing available to certain subscribers pursuant to BC Instrument 45-536 – Exemption From Prospectus Requirement for Certain Distributions Through an Investment Dealer (the “Investment Dealer Exemption”). In accordance with the requirements of the Investment Dealer Exemption, the Company confirms that there is no material fact or material change about the Company that has not been generally disclosed.

The Financing is subject to all necessary regulatory approvals including acceptance from the TSX Venture Exchange. All securities issued in connection with the Financing are subject to a four-month hold period from the closing date under applicable Canadian securities laws, in addition to such other restrictions as may apply under applicable securities laws of jurisdictions outside Canada.

For further information, please contact:

MG Capital Corporation

DLP Resources Inc.

Jim Stypula, Chief Executive Officer

Robin Sudo, Chief Financial Officer and Corporate Secretary

Ian Gendall, President

Telephone: 250-426-7808





Cautionary Note Regarding Forward-Looking Statements: This release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws. Forward-looking statements relate to future events or future performance and reflect the expectations or beliefs of management of the Company regarding future events. Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as “intends” or “anticipates”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “should”, “would” or “occur”. This information and these statements, referred to herein as “forward‐looking statements”, are not historical facts, are made as of the date of this news release and include without limitation, statements regarding discussions of future plans, estimates and forecasts and statements as to management’s expectations and intentions with respect to, among other things the use of any proceeds raised under the Financing.

These forward‐looking statements involve numerous risks and uncertainties and actual results might differ materially from results suggested in any forward-looking statements. These risks and uncertainties include, among other things: delays in obtaining or failure to obtain required approvals; market uncertainty; general economic, market or business conditions; changes in the Company’s financial condition and development plans; risks associated with the interpretation of data regarding the geology, grade and continuity of mineral deposits; the possibility that results will not be consistent with the Company’s expectations, as well as the other risks and uncertainties applicable to mineral exploration and development activities.

In making the forward looking statements in this news release, the Company has applied several material assumptions, including without limitation, that the Company will use the proceeds of the Financing as currently anticipated and that the Company will obtain the required regulatory approvals for the Financing.

Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial out-look that are incorporated by reference herein, except in accordance with applicable securities laws. We seek safe harbor.