TORONTO, July 24, 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 Bids and Insider Reporting Issues in connection with changes in material facts in the previous early warning report issued by InCoR Energy Materials Limited (the “Acquiror”, together with InCoR Technologies limited “InCoR”).
InCoR wishes to disclose its status of joint actor with Sentient Executive GP I, Limited, Sentient (Aust.) Pty Ltd, Sentient Executive GP II, Limited, Sentient Trustees PTC Limited, Sentient Executive GP III, Limited and Sentient Executive GP IV, Limited (collectively, “Sentient”). Based on information provided by LeadFX or available publicly, the Acquiror understands that Sentient holds 36,609,182 common shares, representing approximately 52.6% of the outstanding common shares of the Company and 114,973 common share purchase warrants, representing, together with its common shares, approximately 52.7% of the outstanding common shares on a partially-diluted basis (assuming only the exercise of the common share purchase warrants held by Sentient). InCoR and Sentient hold an aggregate of 63,915,657 common shares, representing approximately 91.8% of the outstanding common shares of the Company on a non-diluted basis and 5,994,104 common share purchase warrants, representing, together with their common shares, approximately 92.5% of the outstanding LeadFX common shares on a partially-diluted basis (assuming only the exercise of the common share purchase warrants held by InCoR and Sentient).
There is a proposed “go private” transaction of the Company, to be implemented under a statutory plan of arrangement, in which InCoR and Sentient are involved, which includes a share consolidation, the acquisition by the Company of the fractional post-consolidation common shares, the cancellation of all outstanding options to acquire common shares, the cancellation of unexercised common share purchase warrants and the cancellation of all performance share units to acquire common shares of the Company, with certain exceptions, as further detailed in the Company’s press release issued as of July 23, 2018 (the “Arrangement”).
As a result of the Arrangement, InCoR, together with Sentient Executive GP III, Limited and Sentient Executive GP IV, Limited, will own 100% of the common shares of the Company.
Assuming the full completion of the Arrangement, substantially in the form as disclosed by the Company and briefly described above, the common shares of the Company would be delisted from the TSX, and it is anticipated that the Company would apply to cease to be a reporting issuer in Canada.
A copy of the amended 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
Palladium House
1-4 Argyll Street
London W1F 7LD
United Kingdom
Kyler Wells
kwells@dsavocats.ca
1.647.477.7317