TORONTO, March 01, 2018 (GLOBE NEWSWIRE) -- LeadFX Inc. (“LeadFX” or the “Company”): This press release is being disseminated as required by National Instrument 62-103 The Early Warning System and Related Take-Over Bid and Insider Reporting Issues in connection with the acquisition of securities of the Company by InCoR Energy Materials Limited (the “Acquiror”, together with InCoR Technologies limited “InCoR”).
The Acquiror announces that, on February 28, 2018, the Acquiror exercised warrants to acquire 23,000,000 common shares of the Company. The exercise of the warrants was triggered automatically by the successful completion of a definitive feasibility study as publicly disclosed by the Company on February 28, 2018.
Prior to the transaction, InCoR held 2,827,466 common shares representing approximately 6.46% of the issued and outstanding common shares, and warrants to acquire up to 29,970,747 common shares, which together with the common shares represent approximately 44.49% of the issued and outstanding common shares (assuming full exercise of warrants held by InCoR), expressed on a non-diluted basis.
After giving effect to the acquisition of 23,000,000 common shares pursuant this exercise of warrants, InCoR owns an aggregate of 25,827,466 common shares of the Company representing approximately 38.7% of the issued and outstanding common shares (assuming no exercise of any other warrants issued by the Company) and warrants to acquire up to an additional 6,970,747 common shares.
After giving effect to the acquisition of 23,000,000 common shares pursuant this exercise of warrants, assuming the full exercise of the 6,970,747 warrants held by InCoR and no additional issuances of common shares, InCoR would own an aggregate of 32,798,213 common shares of the Company representing approximately 44.49% of the outstanding Common Shares, expressed on a non-diluted basis.
The common shares were acquired by InCoR for investment purposes and InCoR may, depending on market and other conditions, increase or change its beneficial ownership over the common shares or other securities of the Company through market transactions, private agreements, treasury issuances, exercise of convertible securities or otherwise.
Pursuant to the terms of the Umbrella Agreement among Sentient Executive GP III, Limited Sentient Executive GP IV, Limited, and InCoR dated June 20, 2017, on fulfillment of the Stage 2 Condition (as defined in the Umbrella Agreement), InCoR will become entitled to have an additional board representative appointed to the board of directors of LeadFX. The Stage 2 Condition having been satisfied, it is anticipated that the additional board representative of InCoR will be appointed to the LeadFX board of directors on or about March 5, 2018.
A copy of the Early Warning Report filed under applicable securities laws is available under the Company’s profile on SEDAR (www.sedar.com). A copy of such report may also be obtained by contacting DS Lawyers Canada LLP, the Acquiror’s Canadian legal counsel, at kwells@dsavocats.ca.
As disclosed on its SEDAR profile, LeadFX’s head office is located at Suite 1D, 21 Teddington Road, Burswood WA 6100, Australia.
The name and address of the “Acquiror” filing the report is:
InCoR Energy Materials Limited
Attn: Jocelyn Bennett
12 Upper Berkeley Street
London W1H 7QD
United Kingdom
Kyler Wells
kwells@dsavocats.ca
1.647.477.7317