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The issuances relate to the Company's completion of its "Qualifying Transaction" (as such term is defined in TSXV Policy 2.4) with
The first Performance Milestone was achieved prior to the closing of the Qualifying Transaction resulting in an aggregate of 3,000,000 Performance Shares being issued to Aerock Fox ("Fox"), at the time a director of the Company,
The second Performance Milestone was achieved in
As a result of the Company achieving the third and fourth Performance Milestone, namely the receipt of the research and sales licenses, the Company has issued an aggregate of 7,500,000 Performance Shares to Fox, Kersch and Thatcher (the "Performance Milestone Issuance").
Early Warning Report
Pursuant to National Instrument 62-103 -The Early Warning System and Related Take Over Bid and Insider Reporting Issues, Thatcher is announcing the acquisition of 2,500,000 Performance Shares as a result of the Performance Milestone Issuance. Immediately before the Performance Milestone Issuance, Thatcher owned and controlled 2,845,434 common shares in the capital of the Company, representing 7.29% of the Company's issued and outstanding common shares on a non-diluted basis, and 788,217 share purchase warrants (the "Thatcher Warrants"). Immediately after the Performance Milestone Issuance, Thatcher owns and controls 5,345,434 common shares in the capital of the Company, representing 11.49% of the Company's issued and outstanding common shares on non-diluted basis or 12.97% of the Company's issued and outstanding common shares on a partially diluted basis assumingexercise by Thatcher of the Thatcher Warrants only. The common shares and Thatcher Warrants owned or controlled by Thatcher are for investment purposes, and subject to the escrow provisions noted below,depending on market conditions, general economic and industry conditions, trading prices of the Company's securities, the Company's business, financial condition and prospects and/or other relevant factors, Thatcher may from time to time acquire additional securities, dispose of some or all of the existing or additional securities or may continue to hold the common shares or other securities of the Company. The common shares and Thatcher Warrants issued in connection with the Qualifying Transaction and held by Thatcher prior to the Performance Milestone Issuance are subject to regulatory escrow provisions pursuant to an escrow agreement, as amended, as more fully described in the Company's Filing Statement, filed on SEDAR. The Performance Shares issued to Thatcher pursuant to the Performance Milestone Issuance will be added to those shares currently held in escrow and released in accordance with the terms of the escrow agreement.
Additionally, pursuant to National Instrument 62-103 -The Early Warning System and Related Take Over Bid and Insider Reporting Issues, Fox is announcing the acquisition of 2,500,000 Performance Shares as a result of the Performance Milestone Issuance. Immediately before the Performance Milestone Issuance, Fox owned and controlled 2,853,932 common shares in the capital of the Company, representing 7.32% of the Company's issued and outstanding common shares on a non-diluted basis, and 788,216 share purchase warrants (the "Fox Warrants"). Immediately after the Performance Milestone Issuance, Fox owns and controls 5,353,932 common shares in the capital of the Company, representing 11.51% of the Company's issued and outstanding common shares on non-diluted basis or 12.99% of the Company's issued and outstanding common shares on a partially diluted basis assuming exercise by Fox of the Fox Warrants only. The common shares and Fox Warrants owned or controlled by Fox are for investment purposes, and subject to the escrow provisions noted below,depending on market conditions, general economic and industry conditions, trading prices of the Company's securities, the Company's business, financial condition and prospects and/or other relevant factors, Fox may from time to time acquire additional securities, dispose of some or all of the existing or additional securities or may continue to hold the common shares or other securities of the Company. The common shares and Fox Warrants issued in connection with the Qualifying Transaction and held by Fox prior to the Performance Milestone Issuance are subject to regulatory escrow provisions pursuant to an escrow agreement, as amended, as more fully described in the Company's Filing Statement, filed on SEDAR. The Performance Shares issued to Fox pursuant to the Performance Milestone Issuance will be added to those shares currently held in escrow and released in accordance with the terms of the escrow agreement.
Finally, pursuant to National Instrument 62-103 -The Early Warning System and Related Take Over Bid and Insider Reporting Issues, Kersch is announcing the acquisition of 2,500,000 Performance Shares as a result of the Performance Milestone Issuance. Immediately before the Performance Milestone Issuance, Kersch together with
This early warning news release is issued under the early warning provisions of Canadian securities legislation, including National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues.The early warning reports, as required under applicable securities laws, contains additional information with respect to the foregoing matters and will be filed by each of Fox, Kersch and Thatcher on the Company's SEDAR profile at www.sedar.com.
On Behalf of the Board of Directors
Director and CEO
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Copyright (c) 2020 TheNewswire - All rights reserved., source