Mr. Ryan Kalt reports
EARLY WARNING NOTICE REGARDING ROTTENSTONE GOLD INC.
Ryan Kalt has filed an early warning report in connection with the acquisition of one million common share units of Rottenstone Gold Inc., as purchased in a non-brokered private placement conducted by the issuer and for which cash consideration of $55,000.00 was paid to Rottenstone Gold.
The acquired units were privately acquired by Mr. Kalt for investment purposes, on an indirect basis through a corporate entity wholly owned by the acquirer.
On a stand-alone basis, the placement shares (below defined) represent 3.67 per cent of the now-issued common shares of Rottenstone Gold (based upon 27,236,400 common shares outstanding for the issuer), therein providing for the regulatory disclosures herein and herewith associated.
The acquired units were indirectly acquired at the closing of the financing on Feb. 18, 2025, and were acquired pursuant to the terms of the financing announced by the issuer (see news release issued by Rottenstone Gold dated Feb. 18, 2025), with such particulars also described in the
Form 62-103F1 related to this prescribed early warning notice press release.
The acquired units represent one million common shares of the issuer and one million common share purchase warrants of the issuer.
Under the
Business Corporations Act
(British Columbia), which applies to the issuer, Mr. Kalt, who is an officer and director of the issuer, abstained from voting on resolutions specific to the financing and duly provided all applicable notices under the regulations. The policies of the Canadian Securities Exchange apply to the issuer and its financing.
Mr. Kalt is an approved control person of the issuer, such first term as defined by the policies of the issuer's listed exchange and, where applicable, securities law.
The acquirer now holds, on an aggregate direct and indirect basis, a total of 21,690,400 common shares of Rottenstone Gold, additional particulars of which are set out in the
early warning report herein referenced, and such 21,690,400 common shares represent approximately 79.64 per cent of the 27,236,400 common shares that Rottenstone Gold currently has outstanding.
Mr. Kalt and/or corporate entities owned by him may acquire additional securities of
the issuer
either on the open market or through private acquisitions, or sell securities of
the issuer
either on the open market or through private dispositions in the future depending on market conditions, reformulation of plans or other relevant factors. Other than the foregoing, Mr. Kalt and/or corporate entities owned by him do not have plans or any future intentions which relate to, or would result in, any of the other foregoing matters.
The Form 62-103F1 -- Required Disclosure
under the early warning requirements
associated with this press release can be obtained from SEDAR+. In the alternative, to obtain a copy of the report, please contact Mr. Kalt at 1-403-454-2984.
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