Roh big boys i'm counting on to ride STP into the sunset
Report Pursuant to National Instrument 62-103
Section 176 of the Securities Act (Alberta)
Section 111 of the Securities Act (British Columbia)
Section 110 of the Securities Act (Saskatchewan)
Section 92 of the Securities Act (Manitoba)
Section 101 of the Securities Act (Ontario)
Section 147.11 of the Securities Act (Quebec)
Section 102 of the Securities Act (Newfoundland)
Section 107 of the Securities Act (Nova Scotia)
This report is made pursuant to the provisions of the securities legislation referred to above in connection with certain acquisitions of common shares of Rochester Energy Corp. (“Rochester”).
1. Name and address of Offeror.
Sheldon Inwentash (the “Offeror”)
c/o The Exchange Tower
130 King Street West, Suite 2500
Toronto, Ontario M5X 1A9
2. Designation and number or principal amount of securities and the Offeror’s securityholding percentage in the class of securities of which the Offeror acquired ownership or control in the transaction or occurrence giving rise to the obligation to file the news release, and whether it was ownership or control that was acquired in those circumstances.
Through a series of purchases ending December 10, 2007, the Offeror acquired ownership of 852,000 common shares of Rochester (the “Common Shares”) through the facilities of the TSX Venture Exchange. These holdings represent approximately 2.1% of the total issued and outstanding common shares of Rochester as of December 10, 2007.
3. Designation and number or principal amount of securities and the Offeror’s securityholding percentage in the class of securities immediately after the transaction or occurrence giving rise to the obligation to file the news release.
Immediately following the acquisition noted in item 2 above, the Offeror, together with its joint actors, owns an aggregate of 4,112,000 common shares of Rochester and rights to acquire an additional 2,260,000 common shares of Rochester upon the exercise of convertible securities (collectively, the “Convertible Securities”). Of these totals, the Offeror owns only the Common Shares. In the event that the Convertible Securities are fully exercised, the holdings of the Offeror and joint actors represents a total of 6,372,000 common shares of Rochester, or approximately 14.9% of all issued and outstanding common shares as at December 10, 2007, calculated on a partially diluted basis assuming the exercise of the Convertible Securities only.
4. Designation and number or principal amount of securities and the percentage of outstanding securities of the class of securities referred to in paragraph 3 over which:
(a) the Offeror, either alone or together with any joint actors, has ownership and control;
See 3. above.
(b) the Offeror, either alone or together with any joint actors, has ownership but control is held by other persons or companies other than the Offeror or any joint actor; and
NIL
(c) the Offeror, either alone or together with any joint actors, has exclusive or shared control but does not have ownership
NIL
5. The name of the market where the transaction or occurrence that gave rise to the news release took place.
TSX Venture Exchange.
6. The purpose of the Offeror and any joint actors in effecting the transaction or occurrence that gave rise to the news release, including any future intention to acquire ownership of, or control over, additional securities of the reporting issuer.
The common shares noted in 2. above were acquired for investment purposes. The Offeror or its joint actors may from time to time acquire additional securities of Rochester, dispose of some or all of the existing or additional securities they hold or will hold, or may continue to hold their current positions.
7. The general nature and the material terms of any agreement, other than lending arrangements, with respect to securities of the reporting issuer entered into by the Offeror, or any joint actor, and the issuer of the securities or any other entity in connection with the transaction or occurrence giving rise to the news release, including agreements with respect to the acquisition, holding, or disposition or voting of any of the securities.
N/A
8. Names of joint actors in connection with the disclosure required by this Appendix.
Pinetree Capital Ltd.
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9. In the case of a transaction or occurrence that did not take place on a stock exchange or other market that represents a published market for the securities, including an issuance from treasury, the nature and value of the consideration paid by the Offeror.
N/A
10. If applicable, a description of any change in any material fact set out in a previous report by the entity under the early warning requirements of Part 4 in respect of the reporting issuer’s securities.
N/A
DATED as of the 12th day of December, 2007.
Sheldon Inwentash
“Sheldon Inwentash”
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_______________________________________________________________
Report Pursuant to National Instrument 62-103
Section 176 of the Securities Act (Alberta)
Section 111 of the Securities Act (British Columbia)
Section 110 of the Securities Act (Saskatchewan)
Section 92 of the Securities Act (Manitoba)
Section 101 of the Securities Act (Ontario)
Section 147.11 of the Securities Act (Quebec)
Section 102 of the Securities Act (Newfoundland)
Section 107 of the Securities Act (Nova Scotia)
This report is made pursuant to the provisions of the securities legislation referred to above in connection with certain acquisitions of common shares and convertible securities of Rochester Energy Corp. (“Rochester”).
1. Name and address of Offeror.
Pinetree Capital Ltd. (“Pinetree”)
The Exchange Tower
130 King Street West, Suite 2500
Toronto, Ontario M5X 1A9
2. Designation and number or principal amount of securities and the Offeror’s securityholding percentage in the class of securities of which the Offeror acquired ownership or control in the transaction or occurrence giving rise to the obligation to file the news release, and whether it was ownership or control that was acquired in those circumstances.
On July 17, 2007, Pinetree acquired ownership of 1,500,000 common shares of Rochester (the “Common Shares”) and 750,000 common share purchase warrants (the “Warrants”) (each Warrant entitling the holder thereof to acquire one additional Common Share at a price of $1.00 until July 17, 2009). In the event that the Warrants are fully exercised, these holdings represent approximately 5.2% of the total issued and outstanding common shares of Rochester as of July 17, 2007, calculated on a partially diluted basis assuming the exercise of the Warrants only.
3. Designation and number or principal amount of securities and the Offeror’s securityholding percentage in the class of securities immediately after the transaction or occurrence giving rise to the obligation to file the news release.
Immediately following the acquisition noted in item 2 above, the Offeror, together with its joint actors, own 3,010,000 Common Shares and rights to acquire an additional 2,729,170 common shares of Rochester upon the exercise of convertible securities (the “Convertible Securities”) including the Warrants. Of these totals, the Offeror holds only 3,010,000 common shares and rights to acquire an additional 2,260,000 common shares of Rochester upon exercise of convertible securities owned directly by the Offeror. In the event that the Convertible Securities are fully exercised, the holdings of the Offeror and
joint actors represent a total of 5,729,170 common shares of Rochester, or approximately 12.6% of all issued and outstanding common shares as at July 17, 2007, calculated on a partially diluted basis assuming the exercise of the Convertible Securities only. In the event that the 2,260,000 convertible securities owned directly by the Offeror are fully exercised, the direct holdings of the Offeror represent a total of 5,270,000 common shares of Rochester, or approximately 11.7% of all issued and outstanding common shares as at July 17, 2007, calculated on a partially diluted basis assuming the exercise of the Convertible Securities only.
4. Designation and number or principal amount of securities and the percentage of outstanding securities of the class of securities referred to in paragraph 3 over which:
(a) the Offeror, either alone or together with any joint actors, has ownership and control;
See 3. above.
(b) the Offeror, either alone or together with any joint actors, has ownership but control is held by other persons or companies other than the Offeror or any joint actor; and
NIL
(c) the Offeror, either alone or together with any joint actors, has exclusive or shared control but does not have ownership
NIL
5. The name of the market where the transaction or occurrence that gave rise to the news release took place.
Not applicable.
6. The purpose of the Offeror and any joint actors in effecting the transaction or occurrence that gave rise to the news release, including any future intention to acquire ownership of, or control over, additional securities of the reporting issuer.
The Common Shares and Warrants noted in item 2. above were acquired for investment purposes. The Offeror and its joint actors may from time to time acquire additional securities of Rochester, dispose of some or all of the existing or additional securities they hold or will hold, or may continue to hold their current positions.
7. The general nature and the material terms of any agreement, other than lending arrangements, with respect to securities of the reporting issuer entered into by the Offeror, or any joint actor, and the issuer of the securities or any other entity in connection with the transaction or occurrence giving rise to the news release, - 2 -
including agreements with respect to the acquisition, holding, or disposition or voting of any of the securities.
These Common Shares and Warrants noted in item 2. above were acquired pursuant to a subscription agreement dated June 28, 2007 between Rochester and the Offeror.
8. Names of joint actors in connection with the disclosure required by this Appendix.
PowerOne Capital Markets Limited.
9. In the case of a transaction or occurrence that did not take place on a stock exchange or other market that represents a published market for the securities, including an issuance from treasury, the nature and value of the consideration paid by the Offeror.
The Common Shares and Warrants noted in item 2. above were acquired pursuant to a private placement for aggregate consideration of $1,125,000 ($0.75 per Common Share). The Warrants can be exercised at $1.00 until July 17, 2009.
10. If applicable, a description of any change in any material fact set out in a previous report by the entity under the early warning requirements of Part 4 in respect of the reporting issuer’s securities.
Not applicable.
DATED as of the 19th day of July, 2007.
PINETREE CAPITAL LTD.
“Richard Patricio”
Richard Patricio
Vice-President, Legal & Corporate Affairs
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_______________________________________________________________
Report Pursuant to National Instrument 62-103
Section 176 of the Securities Act (Alberta)
Section 111 of the Securities Act (British Columbia)
Section 110 of the Securities Act (Saskatchewan)
Section 92 of the Securities Act (Manitoba)
Section 101 of the Securities Act (Ontario)
Section 147.11 of the Securities Act (Quebec)
Section 102 of the Securities Act (Newfoundland)
Section 107 of the Securities Act (Nova Scotia)
This report is made pursuant to the provisions of the securities legislation referred to above in
connection with certain acquisitions of common shares of Rochester Energy Corp.
(“Rochester”).
1. Name and address of Offeror.
Sheldon Inwentash (the “Offeror”)
c/o The Exchange Tower
130 King Street West, Suite 2500
Toronto, Ontario M5X 1A9
2. Designation and number or principal amount of securities and the Offeror’s
securityholding percentage in the class of securities of which the Offeror acquired
ownership or control in the transaction or occurrence giving rise to the obligation to
file the news release, and whether it was ownership or control that was acquired in
those circumstances.
Through a series of purchases ending August 29, 2008 the Offeror acquired ownership of
300,000 common shares of Rochester (the “Common Shares”) through the facilities of
the TSX Venture Exchange. These holdings represent approximately 0.6% of the total
issued and outstanding common shares of Rochester as of August 29, 2008.
3. Designation and number or principal amount of securities and the Offeror’s
securityholding percentage in the class of securities immediately after the
transaction or occurrence giving rise to the obligation to file the news release.
Immediately following the acquisition noted in item 2 above, the Offeror, together with
its joint actors, owns an aggregate of 6,674,500 common shares of Rochester and rights
to acquire an additional 2,260,000 common shares of Rochester upon the exercise of
convertible securities (collectively, the “Convertible Securities”). Of these totals, the
Offeror owns 2,402,000 common shares, including the Common Shares, directly
representing approximately 4.7% of the total issued and outstanding common shares of
Rochester as of August 29, 2008. In the event that the Convertible Securities are fully
exercised, the holdings of the Offeror and joint actors represents a total of 8,934,500
common shares of Rochester, or approximately 16.9% of all issued and outstanding
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common shares as at August 29, 2008, calculated on a partially diluted basis assuming
the exercise of the Convertible Securities only.
4. Designation and number or principal amount of securities and the percentage of
outstanding securities of the class of securities referred to in paragraph 3 over
which:
(a) the Offeror, either alone or together with any joint actors, has ownership and
control;
See 3. above.
(b) the Offeror, either alone or together with any joint actors, has ownership but
control is held by other persons or companies other than the Offeror or any
joint actor; and
NIL
(c) the Offeror, either alone or together with any joint actors, has exclusive or
shared control but does not have ownership
NIL
5. The name of the market where the transaction or occurrence that gave rise to the
news release took place.
TSX Venture Exchange.
6. The purpose of the Offeror and any joint actors in effecting the transaction or
occurrence that gave rise to the news release, including any future intention to
acquire ownership of, or control over, additional securities of the reporting issuer.
The common shares noted in 2. above were acquired for investment purposes. The
Offeror or its joint actors may from time to time acquire additional securities of
Rochester, dispose of some or all of the existing or additional securities they hold or will
hold, or may continue to hold their current positions.
7. The general nature and the material terms of any agreement, other than lending
arrangements, with respect to securities of the reporting issuer entered into by the
Offeror, or any joint actor, and the issuer of the securities or any other entity in
connection with the transaction or occurrence giving rise to the news release,
including agreements with respect to the acquisition, holding, or disposition or
voting of any of the securities.
N/A
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8. Names of joint actors in connection with the disclosure required by this Appendix.
Pinetree Capital Ltd and Lynn Factor.
9. In the case of a transaction or occurrence that did not take place on a stock
exchange or other market that represents a published market for the securities,
including an issuance from treasury, the nature and value of the consideration paid
by the Offeror.
N/A
10. If applicable, a description of any change in any material fact set out in a previous
report by the entity under the early warning requirements of Part 4 in respect of the
reporting issuer’s securities.
N/A
DATED as of the 2nd day of September, 2008.
Sheldon Inwentash
“Sheldon Inwentash” |
