/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES AND NOT FOR DISSEMINATION IN THE UNITED STATES/
MONTREAL, Nov. 29, 2013 /CNW Telbec/ - Sentient Executive GP IV, Limited ("Sentient IV") announces that, in connection with a financing announced by Darwin Resources Corp. ("Darwin") on October 30, 2013, it has acquired control over 3,800,000 units ("Units") of Darwin on November 29, 2013. Each Unit is comprised of one common share in the capital of Darwin (a "Darwin Share") and one half common share purchase warrant of Darwin (each whole common share purchase warrant, a "Darwin Warrant"). Each Darwin Warrant entitles the holder thereof to acquire a Darwin Share at a price of $0.14 per share. The Darwin Warrants are exercisable until November 29, 2015. As such, Sentient IV has acquired control over 3,800,000 Darwin Shares and 1,900,000 Darwin Warrants.
Assuming the full exercise of the 1,900,000 Darwin Warrants, Sentient IV would acquire control over a maximum of 5,700,000 Darwin Shares (including the 3,800,000 Darwin Shares issued on November 29, 2013), representing approximately 16.00% of the outstanding Darwin Shares, calculated on a partially diluted basis assuming the full exercise of the 1,900,000 Darwin Warrants only.
Sentient IV has control or direction over 8,311,266 Darwin Shares (representing approximately 24.64% of the outstanding Darwin Shares), and the right to acquire 3,400,000 Darwin Shares through 3,400,000 Darwin Warrants.
Sentient Executive GP III, Limited ("Sentient III") is a related entity of Sentient IV, which may be considered as acting jointly or in concert with Sentient IV under relevant securities laws. Sentient III has control over 1,800,766 Darwin Shares, representing approximately 5.34% of the outstanding Darwin shares.
Sentient III and Sentient IV have control or direction over 10,112,032 Darwin Shares in the aggregate (representing approximately 29.98% of the outstanding Darwin shares) and 3,400,000 Darwin Warrants. In the event all of the Darwin Warrants are fully exercised, these combined holdings would represent approximately 36.40% of the outstanding Darwin Shares, calculated on a partially diluted basis assuming the full exercise of all of the Darwin Warrants only.
Sentient IV acquired the Units for investment purposes only and not with a view to materially affecting control of Darwin.
SOURCE: SENTIENT EXECUTIVE GP IV, LIMITED
For further information:
For further information or to obtain a copy of the Early Warning Report filed by Sentient IV, please contact Sue Bjuro at (345) 946-0933.