J. Frank Callaghan Acquires Common Shares of Engineer Gold Mines Ltd. pursuant to Arrangement
Jun 18, 2018
Legal Newswire POWERED BY LAW.COM
TORONTO, -- On June 15, 2018 an aggregate of 5,118,121 common shares of Engineer Gold Mines Ltd. (the “Company”) were distributed to J. Frank Callaghan (the “Acquiror”) of 4395 Prospect Road, North Vancouver, BC V7N 3L8 pursuant to a plan of arrangement (the “Arrangement”) dated January 19, 2018 between the Company and Blind Creek Resources Ltd. (“Blind Creek”) pursuant to which Blind Creek transferred the Engineer Mines mineral property (the “Property”) to the Issuer and the Issuer issued approximately 12,838,525 common shares of the Issuer to Blind Creek as consideration for the Property, which shares were distributed to the holders of Blind Creek common shares on the basis of one Issuer common share for each two Blind Creek shares held as of the effective date of the Arrangement. The head office of the Company is located at #804-750 West Pender Street, Vancouver, BC V6C 2T7.
Immediately prior to the completion of the Transaction, the Acquiror did not have, directly or indirectly, ownership and control over any securities of the Company. As a result of the Arrangement, the Acquiror acquired beneficial ownership of an aggregate of 5,118,121 common shares of the Company, representing approximately 25% of the issued and outstanding common shares of the Company on a non-diluted basis (based on public filings by the Company). The 5,118,121 common shares of the Company were issued from treasury of the Issuer to Blind Creek, and then distributed by Blind Creek to the Acquiror pursuant to the terms of the Arrangement.
The Purchased Shares were acquired pursuant to the Arrangement, and not by way of purchase and sale. The Acquiror may, from time to time, take such actions in respect of his holdings in securities of the Issuer, as he may deem appropriate, in light of the circumstances then existing, including the purchase of additional common shares or other securities of the Issuer or the disposition of all or a portion of his securityholdings in the Issuer, subject in each case to applicable securities laws and the terms of such securities.
Pursuant to National Instrument 62-103, the Acquiror will file an early warning report in respect of the Transaction with the applicable Canadian securities regulators, a copy of which will be available under the Company’s profile at www.sedar.com. A copy of Mr. Callaghan’s early warning report will appear on the Company’s profile on SEDAR at www.sedar.com and may also be obtained by contacting Dale Dobson at (604) 682-2928.
Contact Information:J. Frank Callaghan
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