NOTICE OF CHANGE IN CORPORATE STRUCTURE
In accordance with section 4.9 of National Instrument 51-102
Continuous disclosure obligations
Item 1 Names of parties to the transaction
Gatling Exploration Inc. (“Gatling”) and MAG Silver Corp. (“MAG”) Item 2 Description of the transaction
On May 20, 2022, Gatling announced the completion of a plan of arrangement (the “Arrangement”) under the Business Corporations Act (British Columbia), pursuant to which, among other things, MAG acquired all of the shares issued and outstanding ordinary shares of Gatling (the “Gatling Shares”) on the basis of 0.0170627 ordinary shares of MAG (the “MAG Shares”) in exchange for each Gatling Share.
The arrangement was approved by securityholders of Gatling at a special meeting held on May 13, 2022 and by the Supreme Court of British Columbia on May 17, 2022.
Full details of the Arrangement are set forth in Gatling’s management information circular dated April 11, 2022 (the “Circular”), which has been filed on Gatling’s SEDAR profile at www.sedar.com.
Item 3 Effective date of the transaction
May 20, 2022
Item 4 Name of each party, if any, that ceased to be a reporting issuer after the transaction and of each continuing entity
Upon completion of the Arrangement, Gatling became a wholly owned subsidiary of MAG. Gatling’s shares will be delisted from the TSX Venture Exchange at the close of business on May 24, 2022. MAG’s shares trade on the Toronto Stock Exchange.
Gatling will file an application with the British Columbia Securities Commission, as principal regulator, to cease to be a reporting issuer in British Columbia and Alberta.
Item 5 Date of the reporting issuer’s first fiscal year-end after the transaction Not applicable.
Item 6 Periods, including comparative periods, if any, of interim financial reports and annual financial statements to be filed for the reporting issuer’s first fiscal year after the transaction