News Release and Early Warning Report Filed Under National Instrument 62-103
TORONTO, May 18, 2012 /CNW/ -
1. | Name and address of the offeror. |
Adrian Lungan Alpha Prime Investments Limited c/o DDM Capital (Hong Kong) Ltd. Unit 2901, 39th Floor Far East Finance Centre 16 Harcourt Road Hong Kong |
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(together, the "Offeror") | |
2. | The 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 May 18, 2012, but dated effective May 4, 2012, the Offeror acquired (the "Acquisition") beneficial ownership and control of 12,619,863 common shares (the "Shares") of Sparton Resources Inc. (the "Company"). The Shares represent approximately 11.33% of the outstanding common shares of the Company based upon the 98,755,597 common shares stated to be issued and outstanding as of April 30, 2012 by the Company in its Management Discussion and Analysis filed on SEDAR on April 30, 2012 for the year ended December 31, 2011 plus the Shares issued to the Offeror (the "Common Shares"). | |
3. | The 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 a news release. |
After giving effect to the Acquisition, the Offeror beneficially owns and controls 17,985,529 Common Shares, representing approximately 16.15% of the outstanding Common Shares. | |
4. | The 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: |
(i) the Offeror, either alone or together with joint actors, has ownership and control, | |
17,985,529 Common Shares, representing approximately 16.15% of the outstanding Common Shares. | |
(ii) the Offeror, either alone or together with joint actors, has ownership but control is held by other persons or companies other than the Offeror or any joint actor, | |
Not applicable. | |
(iii) the Offeror, either alone or together with joint actors, has exclusive or shared control but does not have ownership. | |
Not applicable. | |
5. | The name of the market in which the transaction or occurrence that gave rise to the news release took place. |
Not applicable. | |
6. | The value, in Canadian dollars, of any consideration offered per security if the Offeror acquired ownership of a security in the transaction or occurrence giving rise to the obligation to file a news release. |
Not applicable. | |
7. | 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 Offeror may consider the feasibility and advisability of various alternative courses of action with respect to its investment in the Company and the Offeror reserves its right to, subject to applicable securities laws: (i) hold the Shares as a passive investor or as an active investor (whether or not as a "joint actor" with other holders of Common Shares); (ii) acquire from time to time and at any time, additional Common Shares in the open market or otherwise; (iii) dispose of any or all of its Common Shares, including the Shares, in the open market or otherwise, at any time and from time to time; or (iv) change its intention with respect to any or all of the matters referred to in this Section 7. The Offeror's decisions will depend on a number of factors, including market conditions, the actions of the Company, the Offeror's evaluation of the Company and its actions and other factors relevant to its investment decisions. | |
Representatives of the Offeror have had discussions with the Company and intend from time to time to seek to continue to have discussions with representatives of the Company, and, in compliance with the Business Corporations Act (Ontario), the Offeror has made a shareholder proposal to the Company with respect to the Company's board of directors to be included in the Management Information Circular to be delivered by the Company to its shareholders in connection with the Company's next annual meeting of shareholders. | |
8. | 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, disposition or voting of any securities. |
The Offeror and Sparton International Holdings Inc., a subsidiary of the Company, entered into a Share Transfer Agreement dated March 8, 2011 (the "Share Transfer Agreement"), pursuant to which the Offeror obtained an option (the "Option") to convert the 6,057,534 ordinary shares of VanSpar Mining Inc., a subsidiary of the Company, that the Offeror acquired under the Share Transfer Agreement (the "VanSpar Shares") into common shares of the Company upon the occurrence of specified events. | |
9. | The names of any joint actors in connection with the disclosure required by this form. |
Not applicable. | |
10. | 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 in Canadian dollars of the consideration paid by the Offeror. |
The Offeror was issued the Shares from treasury pursuant to its exercise of the Option. The Offeror surrendered its VanSpar Shares in consideration for the issuance of the Shares, and, notwithstanding the current market price of the Common Shares on the TSX Venture Exchange, the Share Transfer Agreement deems the conversion price to have been $0.12 per Share. | |
11. | 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 or Part 4 of National Instrument 62-103 in respect of the reporting issuer's securities. |
Not applicable. | |
12. | If applicable, a description of the exemption from securities legislation being relied on by the Offeror and the facts supporting that reliance. |
Not applicable. |
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