TORONTO, May 08, 2019 (GLOBE NEWSWIRE) -- LeadFX Inc. (“LeadFX” or the “Issuer”): 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 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 May 7, 2019, LeadFX issued to the Acquiror 5,969,056 common shares (the “Common Shares”) on a private placement basis pursuant to the terms of the previously announced plan of arrangement (as amended) involving LeadFX. The Common Shares were issued to InCoR at a price of $1.00 per Common Share for gross cash consideration of $5,969,056.
Prior to the transaction, InCoR held an aggregate of 36,699,483 Common Shares of the Issuer representing approximately 46.45% of the outstanding Common Shares (assuming no exercise of any warrants issued by the Company), and warrants to acquire up to an additional 129,131 Common Shares.
After giving effect to the acquisition of 5,969,056 Common Shares, InCoR owns an aggregate of 42,668,539 Common Shares, representing approximately 50.21% of the issued outstanding Common Shares (assuming no exercise of any other warrants issued by the Issuer) and warrants to acquire up to an additional 129,131 Common Shares.
Assuming the full exercise of the 129,131 warrants held by InCoR, InCoR would own an aggregate of 42,797,670 Common Shares of the Issuer representing approximately 50.29% of the outstanding Common Shares, expressed on a non-diluted basis.
The previously disclosed “go private” transaction of the Company, implemented under a statutory plan of arrangement, in which InCoR and 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”) are involved, 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 public disclosure record (the “Arrangement”).
Pursuant to the terms of the Arrangement involving LeadFX, all issued and outstanding warrants (including those held by InCoR and Sentient) shall cease to be exercisable and deemed to be assigned and transferred by the holder(s) thereof to LeadFX for no consideration and thereafter shall immediately be cancelled.
InCoR acquired the Common Shares in connection with the Arrangement for the purposes of capitalizing the Issuer such that it may redeem for cancellation 5,969,056 (pre-consolidation) Common Shares held by certain minority shareholders, all pursuant to the terms of the previously disclosed 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 on or about May 9, 2019, and it is anticipated that the Company would apply to cease to be a reporting issuer in Canada.
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 Parmelia House, Suite 2, Level 5, 191 St Georges Terrace, Perth WA 6000, 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
Contact:
Kyler Wells
kwells@dsavocats.ca
1.647.477.7317