Early Warning Report Filed Pursuant to National Instrument 62-103
Toronto, Ontario--(Newsfile Corp. - August 15, 2018) - 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 August 15, 2018, LeadFX Inc.("LeadFX" or the "Company") closed its previously announced private placement (the "Placement") and issued the Acquiror 3,643,008 common shares (the "Common Shares"). The Common Shares were issued to InCoR at a price of $0.80 per Common Share for gross cash consideration of $2,914,406.40.
Prior to the transaction, InCoR held 27,306,475 common shares representing approximately 39.2% of the issued and outstanding common shares (assuming no exercise of warrants) and 5,879,131 warrants exercisable into 5,879,131 common shares, together representing approximately 43.9% of the issued and outstanding common shares (assuming full exercise of all warrants held by InCoR).
After giving effect to the acquisition of the Common Shares, InCoR owns an aggregate of 30,949,483 Common Shares in the capital of the Issuer representing approximately 42.2% of the outstanding common shares (assuming no exercise of warrants), and warrants to acquire up to an additional 5,879,131 Common Shares. Assuming InCoR exercised the Warrants, InCoR would own an aggregate of 36,828,614 Common Shares of the Issuer representing approximately 46.5% of the outstanding Common Shares (assuming no exercise of any other warrants).
The Common Shares 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.
There is a proposed "go private" transaction of the Company, to be 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, which 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 press releases issued as of July 23, 2018 and August 10, 2018 (the "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, and it is anticipated that the Company would apply to cease to be a reporting issuer in Canada.
As a result of the Arrangement, InCoR, together with Sentient Executive GP III, Limited and Sentient Executive GP IV, Limited, would 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, 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 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
Palladium House
1-4 Argyll Street
London W1F 7LD
United Kingdom
