Early Warning Report Filed Pursuant to National Instrument 62-103
December 29, 2017 (Source) — 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 common shares of the Company (“Common Shares”) by InCoR Holdings PLC (“InCoR”).
InCoR announces that, on December 29, 2017, it entered into an agreement to acquire 25,203,334 Common Shares from Sercor Ltd. (“Sercor”) at a price of $0.04255 per Common Share, for an aggregate purchase price of $1,072,401.86 (the “Transaction”).
Prior to the Transaction, InCoR owned, or had control or direction over 5,000,000 Common Shares. After giving effect to the Transaction, InCoR will hold 30,203,334 Common Shares, representing approximately 19.35% of the Company’s issued and outstanding Common Shares. InCoR also holds secured convertible debentures which, if fully converted into Common Shares, would represent an additional 22,083,332 Common Shares. Assuming the conversion in full of the secured convertible debentures and no additional issuances of Common Shares, after giving effect to the Transaction, InCoR would own or have control or direction over an aggregate of 52,286,666 Common Shares representing approximately 29.35% of the Company’s Common Shares.
The Common Shares are being acquired by InCoR in reliance on the “private agreement exemption” set out in subsection 4.2 of National Instrument 62-104 – Take-Over Bids and Issuer Bids (“NI 62-104”). The purchase of the Common Shares by InCoR is being made from not more than 5 persons in the aggregate, including persons located outside the local jurisdiction and the bid has not been made generally to security holders of the Common Shares of the Company. The ‘market price’ of the Common Shares as at the close of business on December 28, 2017, determined in accordance with subsection 1.11 of NI 62-104, is CDN $0.037 (the “Market Price”). The purchase price per Common Share of CDN $0.04255 is not greater than 115% of the market price of the Common Shares. The Common Shares were acquired for investment purposes and InCoR may acquire or dispose of additional Common Shares of the Company by private placement, purchases on the open market or by private agreement.
Pursuant to the terms of the Transaction, Sercor has agreed to cause its nominee director(s) of Search Minerals to resign from all positions with the Company that such persons hold, at such times and in such manners as reasonably requested by InCoR.
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 firstname.lastname@example.org.
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