VANCOUVER, British Columbia, July 08, 2018 (GLOBE NEWSWIRE) -- Search Minerals Inc. (TSXV:SMY) (“Search Minerals” 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 the acquisition of securities of the Company by InCoR Holdings PLC (“InCoR” or the “Acquiror”).
The Acquiror announces that, on July 5, 2018, Search Minerals closed its previously announced rights offering (the “Rights Offering”) and issued the Acquiror 6,045,333 units (the “Units”), comprised of 6,045,333 common shares (“Common Shares”) and 6,045,333 common share purchase warrants (“Warrants”). The Common Shares and Warrants were issued to InCoR at a price of $0.04 per Unit for gross cash consideration of $241,813.32. Each Warrant entitles the holder thereof to purchase one (1) additional Common Share at a price of $0.07 any time within 24 months of their issuance, expiring July 5, 2020.
Search Minerals also issued to the Acquiror 3,140,988 non-transferable compensation warrants (the “Compensation Warrants”) pursuant to the terms of the Rights Offering Standby Guaranty Agreement entered into by the Acquiror and the Issuer on May 31, 2018 in connection with the Issuer’s rights offering. Each Compensation Warrant entitles the Acquiror to purchase one (1) common share at a price of $0.07 any time within 60 months of their issuance.
Prior to the transaction, InCoR held 30,453,334 common shares representing approximately 19.5% of the issued and outstanding common shares (assuming no exercise of warrants), and debentures convertible in up to 11,041,666 units if held to maturity, such units being comprised of common shares and warrants, representing in aggregate of up to 22,083,332 common shares which, together with the previously mentioned common shares, represented approximately 29.5% of the issued and outstanding common shares (assuming full exercise of debentures held by InCoR), expressed on a non-diluted basis, and 33.3% assuming full exercise of debentures held by InCoR.
After giving effect to the acquisition of the Units and Compensation Warrants under the Rights Offering, InCoR owns an aggregate of 36,498,667 Common Shares in the capital of the Issuer representing approximately 21.3% of the outstanding common shares (assuming no exercise of Warrants and Compensation Warrants), and Warrants and Compensation Warrants to acquire up to an additional 9,186,321 Common Shares. Assuming InCoR exercised the 6,045,333 Warrants and the 3,140,988 Compensation Warrants, InCoR would own an aggregate of 45,684,988 Common Shares of the Issuer, representing approximately 25.2% of the outstanding Common Shares (assuming no exercise of any other warrants), expressed on a non-diluted basis.
The Units and Compensation Warrants were acquired on a private placement basis 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.
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, InCoR’s Canadian legal counsel, at kwells@dsavocats.ca.
The name and address of the “Acquiror” filing the report is:
InCoR Holdings PLC
Attn: Jocelyn Bennett
Palladium House, 1-4 Argyll Street
London, United Kingdom
Contact:
Kyler Wells
kwells@dsavocats.ca
1.647.477.7317