Early Warning News Release of The Canada West Land & Petroleum Limited
Calgary, Alberta (FSCwire) - The Canada West Land & Petroleum Company, Limited (“Canada West”) announces that, in connection with a reorganization completed on June 26, 2014, M4 Trust transferred an aggregate of 1,631,692 common shares (the “Shares”) of Mosaic Capital Corporation (“Mosaic”) to Canada West (the “Transfer”).
Following the Transfer, Canada West acquired ownership and control over the Shares representing approximately 19.97% of the issued and outstanding common shares of Mosaic on an undiluted basis as at the date hereof.
Prior to the completion of the Transfer, Canada West held no common shares or other securities of Mosaic. After giving effect to the Transfer, Canada West acquired ownership and control over 1,631,692 common shares of Mosaic, representing approximately 19.97% of the issued and outstanding common shares of Mosaic on an undiluted basis as at the date hereof.
M4 Trust is an affiliate of Canada West and is deemed to be a joint actor in respect of Canada West. John Mackay, as one of the trustees of the M4 Trust, may be considered a joint actor in respect of the M4 Trust. John Mackay currently owns 214,224 common shares of Mosaic, which, together with the Shares acquired by Canada West, represent approximately 22.6% of the issued and outstanding common shares of Mosaic.
The aggregate purchase price paid in connection with the acquisition of the 1,631,692 Shares was $20,608,269.96. The purchase price was satisfied by the issuance by Canada West of 1,631,692 preferred shares in the capital of Canada West to M4 Trust at a deemed price of $12.63 per preferred share.
The Transfer of the Shares by M4 Trust was effected pursuant to a reorganization of holdings in securities of Mosaic by M4 Trust. Subject to compliance with applicable securities laws and depending on economic and financial conditions, Canada West may purchase or sell securities of Mosaic (through market or private transactions) from time to time for investment purposes.
Canada West entered into a transfer agreement with M4 Trust setting out the consideration and general terms of the Transfer. Pursuant to the terms of such transfer agreement, Canada West issued an aggregate of 1,631,692 preferred shares in the capital of Canada West to M4 Trust in consideration of the Shares.
Canada West has relied on Section 4.2 of Multilateral Instrument 62-104 – Take-Over Bids and Issuer Bids (“MI 62-104”) with respect to the acquisition of the Shares. In reliance on this exemption, Canada West confirms that: (i) the acquisition was made from not more than 5 persons in the aggregate; (ii) the bid was not made generally to holders of common shares of Mosaic; (iii) there is a published market for the common shares of Mosaic on the TSX Venture Exchange; and (iv) the value of the consideration paid for the Shares, including brokerage fees and commissions, was not greater than 115% of the market price of the Shares at the date of acquisition, as determined in accordance with MI 62-104.
For additional information, or for a copy of the early warning report filed, or to be filed, by Canada West in respect of the above-noted transaction, please contact:
The Canada West Land & Petroleum Company, Limited
John Mackay
Director
400, 2424 4th Street SW
Calgary, AB T2S 2T4
Tel: (403) 218-6500
To view this press release as a PDF file, click onto the following link:
public://news_release_pdf/mosaic06272014_canada.pdf
Source: Mosaic Capital Corporation (TSX Venture:M) http://www.mosaiccapitalcorp.com/
Maximum News Dissemination by FSCwire. http://www.fscwire.com
Copyright © 2014 Filing Services Canada Inc.