CWM-V: Crystal Ball Call (CBC) Message 28466186
Crown Mining (CWM-V) June 30, '14 has completed a change of name and the consolidation of its outstanding common shares on a ratio of one new share for 10 old shares. Shareholders of the company approved, among other things, the name change and share consolidation at the annual and special meeting of the company held on May 29, 2014. As of the opening of trading on June 30, 2014, the company's share capital will begin trading on a postconsolidated basis under the same stock symbol: CWM. Crown filed the letter of transmittal on SEDAR on June 26, 2014, which is available on Crown's website.
The letter of transmittal describes the process by which shareholders may obtain new certificates representing their consolidated common shares. Shareholders are requested to deliver original old share certificates along with the completed transmittal letter by courier or in person to Computershare Investor Services Inc. at Floor 8, 100 University Ave., Toronto, Ont., M5J 2Y1, or PO Box 7021, 31 Adelaide St. East, Toronto, Ont., M5C 3H2, attention: corporate actions. Shareholders who hold their shares through a broker or other intermediary and do not have shares registered in their name will not need to complete a letter of transmittal. No fractional shares will be issued under the share consolidation, and any fraction will be rounded down to the nearest whole number. Following the share consolidation, Crown had 9,384,961 common shares issued and outstanding (not including the shares issued pursuant to the non-brokered private placement completed after the share consolidation as described below). The exercise price and the number of common shares issuable of the exercise of all outstanding options and warrants of the company will be adjusted accordingly to reflect the share consolidation.
In addition, the company announces the completion of a non-brokered private placement previously announced on May 2, 2014, and June 13, 2014, for aggregate gross proceeds of $300,000. The private placement involved the issuance of three million postconsolidation units at a price of 10 cents per unit for gross proceeds of $300,000. Each unit consists of one postconsolidation common share in the capital stock the company and one postconsolidation common share purchase warrant. Each warrant will entitle the holder thereof to acquire one common share at a price of 30 cents at any time up to the date that is two years following the date of closing of the private placement, subject to an acceleration clause. All securities issued pursuant to this private placement will be subject to a four-month hold period. In connection with the private placement, the company paid $5,000 in cash commissions to eligible finders. The indirect and direct participation in the private placement by insiders of the company constitutes a related-party transaction as such term is defined under Multilateral Instrument 61-101 -- protection of minority security holders in special transactions. Insiders of the company acquired directly and indirectly a total of $119,000 worth of units or 1.19 million units in the private placement on the same basis as other participants. The company is relying on the exemptions from the formal valuation and minority approval requirements under MI 61-101. The company is exempt from the formal valuation requirement of MI 61-101 based on Section 5.5(b) of MI 61-101 as no securities of the company are listed or quoted for trading on the Toronto Stock Exchange, the New York Stock Exchange, the American Stock Exchange, the Nasdaq stock market, or any other stock exchange outside of Canada and the United States other than the Alternative Investment Market of the London Stock Exchange or the Plus operated by Plus Markets Group PLC. Additionally, the company is exempt from obtaining minority shareholder approval in connection with the private placement by relying on Section 5.7(1)(b) of MI 61-101 as, in addition to the foregoing, neither the fair market value of the units nor the consideration received in respect thereof from interested parties as defined by MI 61-101 would exceed $2.5-million, the company has one or more independent directors in respect of the private placement who are not employees of the company, and all of the independent directors have approved the private placement.
As part of the insider amount included above, Stephen Dunn, an insider, director and officer acquired directly and indirectly $104,000 worth of units or 1.04 million units in the private placement on the same basis as other participants. Upon closing of the private placement, Mr. Dunn owns directly and indirectly 18.74 per cent of the common shares on a non-diluted basis and 26.30 per cent on a partially diluted basis. As such, the private placement resulted in the creation of a new control person (as such term is defined under the policies of the TSX-V) and, in accordance with the policies of the TSX-V, shareholder approval of the creation of a new control person was previously approved at the company's meeting.
A material change report in connection with the private placement will be filed less than 21 days before the closing of the private placement. This shorter period is reasonable and necessary in the circumstances as the company wished to complete the private placement in a timely manner.
The company will use the proceeds of the private placement to satisfy accounts payable and to reduce debt, for exploration and development work at its Superior project and for general working capital purposes. |
