Early Warning Report Filed Pursuant to National Instrument 62-103
TORONTO, Jan. 12, 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 January 12, 2018, LeadFX issued to the Acquiror 610,374 Common Shares and 610,374 Common Share Purchase Warrants ("Warrants"). The Common Shares and Warrants were acquired on a private placement basis at a price of $0.49 per Common Share for gross cash consideration of $299,083.26 (the "Securities"). Each Warrant entitles the holder thereof to purchase one (1) additional Common Share at a price of $0.61 any time within 60 months of completion of the placement.
Prior to the transaction, InCoR held 2,217,092 common shares representing approximately 5.21% of the issued and outstanding common shares (assuming no exercise of warrants), and warrants to acquire up to 29,360,373 common shares of the Company, which together with the common shares represent approximately 43.90% 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 the Securities under this placement, InCoR would own an aggregate of 2,827,466 common shares of the Issuer representing approximately 6.46% of the outstanding common shares (assuming no exercise of warrants), and warrants to acquire up to an additional 29,970,747 Common Shares.
After giving effect to the acquisition of the Securities under this placement, and assuming InCoR exercised the 610,374 warrants issued to it under the placement, InCoR would own an aggregate of 3,437,840 common shares of the Issuer representing approximately 7.75% of the outstanding common shares (assuming no exercise of any other warrants), expressed on a non-diluted basis.
Assuming the full exercise of the 29,970,747 warrants held by InCoR and no additional issuances of Common Shares, InCoR would own an aggregate of 32,798,213 Common Shares of the Issuer representing approximately 44.49% of the outstanding Common Shares, expressed on a non-diluted basis.
The Securities 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, the Acquiror's Canadian legal counsel, at [email protected].
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
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