Eagle Rock Exploration Ltd.: Early Warning
08 Outubro 2009 - 11:03PM
Marketwired Canada
On October 7, 2009, Eagle Rock Exploration Ltd. ("Eagle Rock" or the
"Corporation") (TSX VENTURE:ERX) announced that it had closed the first tranche
of its non-brokered unit private placement (the "Unit Private Placement").
Pursuant to the Unit Private Placement, the Corporation issued 230 million units
(the "Units") at a price of $0.045 per Unit for gross proceeds of $10.4 million.
Each Unit is comprised of one common share ("Common Share") and one performance
warrant ("Warrant") entitling the holder to purchase one Common Share at a price
of $0.06 per Common Share for a period of five years from the date of issuance.
As at the date hereof, Eagle Rock has 284.5 million Common Shares and 230
million Warrants outstanding.
In accordance with 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, pursuant to the Unit Private
Placement:
- Mr. Neil Roszell of 710, 400 - 5 Avenue SW, Calgary, Alberta, T2P 2V6,
directly acquired ownership of an aggregate of 24,444,000 Common Shares
and 24,444,000 Warrants of Eagle Rock, representing approximately 15.8%
of the total issued and outstanding Common Shares of Eagle Rock,
assuming all of the Warrants acquired by Mr. Roszell are exercised into
Common Shares of the Corporation. In addition, Mr. Roszell acquired
control, through the purchase by members of his immediate family with
whom he resides, including his wife Larissa Roszell, over an aggregate
of 26,667,000 Common Shares and 26,667,000 Warrants of Eagle Rock,
representing approximately 17.1% of the total issued and outstanding
Common Shares of Eagle Rock, assuming all of the Warrants acquired by
Mr. Roszell are exercised into Common Shares of the Corporation.
- Mr. Jerry Sapieha of 710, 400 - 5 Avenue SW, Calgary, Alberta, T2P 2V6,
directly acquired ownership of an aggregate of 5,199,000 Common Shares
and 5,199,000 Warrants of Eagle Rock, representing approximately 3.6% of
the total issued and outstanding Common Shares of Eagle Rock, assuming
all of the Warrants acquired by Mr. Sapieha are exercised into Common
Shares of the Corporation. In addition, Mr. Sapieha acquired control,
through the purchase by members of his immediate family with whom he
resides, over an aggregate of 10,020,000 Common Shares and 10,020,000
Warrants of Eagle Rock, representing approximately 6.8% of the total
issued and outstanding Common Shares of Eagle Rock, assuming all of the
Warrants acquired by Mr. Sapieha are exercised into Common Shares of the
Corporation.
- Mr. Bruce Robertson of 710, 400 - 5 Avenue SW, Calgary, Alberta, T2P
2V6, directly acquired ownership of an aggregate of 42,778,000 Common
Shares and 42,778,000 Warrants of Eagle Rock, representing approximately
26.1% of the total issued and outstanding Common Shares of Eagle Rock,
assuming all of the Warrants acquired by Mr. Robertson are exercised
into Common Shares of the Corporation.
- Mr. David Burton of 710, 400 - 5 Avenue SW, Calgary, Alberta, T2P 2V6,
acquired control over an aggregate of 24,444,000 Common Shares and
24,444,000 Warrants of Eagle Rock, which Common Shares and Warrants are
owned by his wife, Shannon Burton, representing approximately 15.8% of
the total issued and outstanding Common Shares of Eagle Rock, assuming
all of the Warrants acquired by Mr. Burton are exercised into Common
Shares of the Corporation.
- Mr. Paul Mitchell of 710, 400 - 5 Avenue SW, Calgary, Alberta, T2P 2V6,
directly acquired ownership of an aggregate of 15,556,000 Common Shares
and 15,556,000 Warrants of Eagle Rock, representing approximately 10.4%
of the total issued and outstanding Common Shares of Eagle Rock,
assuming all of the Warrants acquired by Mr. Mitchell are exercised into
Common Shares of the Corporation.
- Mr. Paul Colborne of 2800, 111-5th Avenue S.W., Calgary, Alberta, T2P
3Y6, acquired control over an aggregate of 16,667,000 Common Shares and
16,667,000 Warrants of Eagle Rock, which Common Shares and Warrants are
owned by his wife, Janice Colborne, representing approximately 11.1% of
the total issued and outstanding Common Shares of Eagle Rock, assuming
all of the Warrants acquired by Mr. Colborne are exercised into Common
Shares of the Corporation.
The Common Shares and Warrants were acquired for investment purposes. Each of
Mr. Roszell, Mr. Sapieha, Mr. Robertson, Mr. Burton, Mr. Mitchell and Mr.
Colborne and their family members, as applicable, may from time to time acquire
additional Common Shares, dispose of some or all of the existing or additional
Common Shares, or continue to hold the Common Shares in the normal course of his
investment activities, subject to applicable laws.
All of the securities purchased were acquired in reliance on either the
accredited investor or the family, friends and business associate exemptions of
National Instrument 45-106 - Prospectus and Registration Exemptions. Copies of
the early warning reports for the individuals listed above will be filed on
SEDAR and may also be obtained by contacting the individual listed below.
Following the expected completion of a previously announced private placement of
up to 95 million Common Shares at an issue price of $0.045 per share, none of
the individuals listed above will hold or exercise control or direction over
more than 23.7% of the issued and outstanding Common Shares and, assuming the
full exercise of all of the Warrants held by each of such individuals but not by
any other holders, none of the individuals would hold or exercise control or
direction over more than 17.1% of the issued and outstanding Common Shares.
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