Toronto, Ontario–(Newsfile Corp. – September 19, 2023) – This press release is being disseminated as required by National Instrument 62-103 – The Early Warning System and Related Take Over Bids and Insider Reporting Issues (“62-103“) in connection with the filing of early warning reports by each of (i) Greenwater Investment Hong Kong Limited (“Greenwater“) and (ii) Inner Mongolia Jinshengda Investment Co. Ltd. (“Jinshengda“), in connection with certain transactions involving the common shares of Gowest Gold Ltd. (TSXV: GWA) (the “Issuer“), with its head office located at 80 Richmond Street West, Suite 1400 Toronto, Ontario M5H 2A4.
On August 18, 2023 (the “Transaction Date“), Greenwater acquired an aggregate of 50,000,000 Common Shares, by separate private agreements, from Jinshengda and an individual resident in China (collectively, the “Transactions“). Specifically, Greenwater acquired: (i) 45,000,000 common shares from Jinshengda for aggregate consideration of $4,500,000 ($0.10 per share); and (ii) 5,000,000 common shares from the individual resident in China for aggregate consideration of 500,000 ($0.10 per share).
Set out below is certain disclosure in respect of each of Greenwater and Jinshengda required to be made in connection with the completion of the Transactions pursuant to Part 3 of National Instrument 62-103.
All percentages set out in this press release are based on 661,924,253 common shares of the Issuer being outstanding as of the date hereof.
Greenwater
Prior to the Transactions, Greenwater held 124,756,157 common shares representing approximately 18.8% of the issued and outstanding common shares of the Issuer.
Following the completion of the Transactions, Greenwater holds 174,756,157 common shares representing approximately 26.4% of the issued and outstanding common shares of the Issuer.
In addition to common shares, Greenwater holds warrants (the “Greenwater Warrants“) exercisable to acquire an aggregate of 98,890,774 common shares. Assuming the exercise of all outstanding Greenwater Warrants (and assuming no further issuances of common shares by the Issuer), Greenwater would hold 273,506,157 common shares representing approximately 36% of the issued and outstanding common shares of the Issuer.
All securities of the Issuer held by Greenwater are held for investment purposes and Greenwater has no present intention to dispose of or acquire further common shares of the Issuer. In the future, Greenwater may, from time to time, increase or decrease its ownership, control or direction over securities of the Issuer held by it through market transactions, private agreements or otherwise, depending on market conditions, the business and prospects of the Issuer, and other relevant factors.
The Transactions were completed pursuant to separate private agreements with each vendor of common shares, and Greenwater relied on the exemption from the formal bid requirements set out in Section 4.2 [Private Agreement Exemption] of National Instrument 62-104 – Take-Over Bids and Issuer Bids (“NI 62-104“). Greenwater acquired the common shares pursuant to the Transactions from fewer than 5 persons at a price less than 115% of the market price, in each case as calculated in NI 62-104.
A copy of the early warning report filed by Greenwater in connection with the completion of the Transactions may be obtained from Greenwater by contacting the Issuer (telephone #: 416-363-1210; Attention: Fleming Huang, Chief Financial Officer) and will be available under Issuer’s profile on SEDAR at www.sedarplus.ca.
The head office of Greenwater is located at No. 3306 Shui On Centre, No. 6-8 Harbour Road, Wan Chai, Hong Kong.
Jinshengda
Prior to the Transactions, Jinshengda held 45,000,000 common shares representing approximately 6.8% of the issued and outstanding common shares of the Issuer.
Following the completion of the Transactions, Jinshengda no longer holds any common shares of the Issuer.
Jinshengda continues to hold warrants (the “Jinshengda Warrants“) exercisable to acquire an aggregate of 33,750,000 common shares. Assuming the exercise of all outstanding Jinshengda Warrants (and assuming no further issuances of common shares by the Issuer), Jinshengda would hold 33,750,000 common shares representing approximately 4.9% of the issued and outstanding common shares of the Issuer.
All securities of the Issuer held by Jinshengda are held for investment purposes and Jinshengda has no present intention to dispose of or acquire further common shares of the Issuer. In the future, Jinshengda may, from time to time, increase or decrease its ownership, control or direction over securities of the Issuer held by it through market transactions, private agreements or otherwise, depending on market conditions, the business and prospects of the Issuer, and other relevant factors.
A copy of the early warning report filed by Jinshengda in connection with the completion of the Transactions may be obtained from Jinshengda by contacting the Issuer (telephone #: 416-363-1210; Attention: Fleming Huang, Chief Financial Officer) and will be available under Issuer’s profile on SEDAR at www.sedarplus.ca.
The head office of Jinshengda is located at 4-602 Dikuang Plaza, Wangfu Street, Chifeng, Inner Mongolia, China.
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