This press release is issued pursuant to Multilateral Instrument 62-104 "Take-Over Bids and Issuer Bids" and National Instrument 62-103 "The Early Warning System and Related Take-Over Bid and Insider Reporting Issues".
MISSISSAUGA, ON, June 3, 2019 /CNW/ - This release is being made by Rowland ("Rolly") W. Uloth to report information concerning holdings of Mr. Uloth, R.W. Uloth Inc. and Rosedale Transport Limited (collectively, the "Acquiror") in Amarillo Gold Corporation (the "Issuer" or "Amarillo"). Mr. Uloth resides at 1658 Roundleaf Court, Burlington Ontario, L7P 4T5 and he is the Executive Chairman of Amarillo. R.W. Uloth Inc. is wholly-owned by Mr. Uloth and serves as a holding company for a portion of Mr. Uloth's securities holdings. Rosedale Transport Limited is a family and founder-owned company controlled and directed by Mr. Uloth and its head office is located at 6845 Invader Crescent, Mississauga, Ontario, L5T 2B7. Rosedale Transport Limited operates The Rosedale Group of businesses that provide commercial transportation, trucking and warehousing services.
On May 31, 2019, the Acquiror, through Rosedale Transport Limited, acquired 5,000,000 units of the Issuer ("Units") from its treasury via the first tranche of a non-brokered private placement (the "Reportable Event") at a price per Unit of CAD$0.20 for aggregate consideration equal to CAD$1,000,000. Each Unit is comprised of one common share in the capital of Amarillo (a "Common Share") and one Common Share purchase warrant of Amarillo (a "Warrant"), with each Warrant entitling the holder to acquire one additional Common Share at an exercise price of CAD$0.30 for a period of 24 months from the date of issuance. Pursuant to the Reportable Event, the Acquiror acquired an aggregate of 5,000,000 Common Shares and 5,000,000 Warrants.
Immediately before the Reportable Event, on May 30, 2019, the Acquiror directly or indirectly held or controlled 3,822,357 Common Shares, 571,428 warrants from previous financings and 1,200,000 executive stock options. Mr. Uloth's holdings and control or direction of Common Shares therefore represented 3.3% of the basic outstanding Common Shares and potentially represented 4.9% of the outstanding Common Shares if all of his warrants and options were exercised.
As a result of the Reportable Event, as at May 31, 2019, the Acquiror directly or indirectly held or controlled 8,822,357 Common Shares, 5,000,000 Warrants, 571,428 warrants from previous financings and 1,200,000 executive stock options. Mr. Uloth's direct and indirect holdings and control or direction of Common Shares therefore now represents 6.3% of the basic outstanding Common Shares and potentially represents 10.4% of the outstanding Common Shares if all of his warrants and options are exercised
The Units referred to above were acquired by the Acquiror for investment purposes only and not for the purpose of exercising control or direction over the Issuer. The Acquiror may, from time to time, increase or decrease his shareholdings or continue to hold Common Shares as he may determine appropriate in the normal course of investment activities.
Rosedale Transport Limited is an "accredited investor" within the meaning of National Instrument 45-106 "Prospectus Exemptions" and the Units were distributed by the Issuer pursuant to available prospectus exemptions.
The Issuer is located 82 Richmond Street East, Suite 201, Toronto, Ontario, M5C 1P1.
A copy of the report filed under applicable Canadian securities laws by the Acquiror in connection with the transaction referred to in this press release may be obtained from the Issuer by calling the Issuer at 416 230-6454, or via email ([email protected]) or on the SEDAR profile of the Issuer at www.sedar.com.
SOURCE Rowland W. Uloth
For further information: 416 230-6454, or via email ([email protected])