Ms. Jocelyn Bennett of
InCoR Holdings reports
EARLY WARNING REPORT FILED PURSUANT TO NATIONAL INSTRUMENT 62-103
On July 11, 2018, Search Minerals Inc. closed its previously announced private placement and issued the acquiror
InCoR Holdings PLC four million units, composed of four million common shares and four million common share purchase warrants. The common shares and warrants were issued to InCoR at a price of five cents per unit for gross cash consideration of $200,000. Each warrant entitles the holder thereof to purchase one additional common share at a price of seven cents any time within 24 months of their issuance, expiring July 11, 2020.
Prior to the transaction, InCoR held: (i) 36,498,667 common shares, representing approximately 20.3 per cent of the issued and outstanding common shares (assuming no exercise of warrants), (ii) 9,186,321 warrants exercisable into 9,186,321 common shares, and (iii) debentures convertible in up to 11,041,666 units if held to maturity, such units being composed of common shares and warrants, representing in aggregate up to 22,083,332 common shares, (i) (ii) and (iii) together representing approximately 33.4 per cent of the issued and outstanding common shares (assuming full exercise of debentures and exercise of all warrants held by InCoR).
After giving effect to the acquisition of the units, InCoR owns an aggregate of 40,498,667 common shares in the capital of the issuer, representing approximately 22.6 per cent of the outstanding common shares (assuming no exercise of warrants), and warrants to acquire up to an additional four million common shares. Assuming InCoR exercised the warrants, InCoR would own an aggregate of 44,498,667 common shares of the issuer, representing approximately 24.2 per cent of the outstanding common shares (assuming no exercise of any other warrants), expressed on a non-diluted basis, and 35.3 per cent assuming full exercise of debentures and warrants held by the acquiror.
The units 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. A copy of such report may also be obtained by contacting DS Lawyers Canada LLP, InCoR's Canadian legal counsel, at email@example.com.
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