NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES AND NOT FOR DISSEMINATION IN THE UNITED STATES
MONTREAL, July 24, 2018 (GLOBE NEWSWIRE) -- Sentient Executive GP IV, Limited (for the general partner of Sentient Global Resource Fund IV, L.P.) ("Sentient IV") today announces that it has filed an early warning report in connection with the holdings of the following entities in LeadFX Inc. ("LeadFX"), which may, for these purposes, be considered to be acting jointly or in concert with Sentient IV under relevant securities laws: Sentient Executive GP I, Limited, Sentient (Aust.) Pty. Limited, Sentient Executive GP II, Limited, Sentient Trustees PTC Limited and Sentient Executive GP III, Limited (collectively, with Sentient IV, "Sentient").
The early warning report has been filed following the announcement by LeadFX earlier today of a proposed "go private" transaction to be completed by way of a statutory plan of arrangement pursuant to section 192 of the Canada Business Corporations Act (the "Arrangement"). If the Arrangement becomes effective, then Sentient and InCoR (as defined herein) will, together, own or control or have direction over 100% of the common shares of LeadFX ("LeadFX Shares"). Sentient may also be considered to be acting jointly or in concert with InCoR Energy Materials Limited and InCoR Technologies Limited (collectively, "InCoR") in relation to the Arrangement.
The Arrangement includes, among other things, a consolidation of the LeadFX Shares on the basis of 5,000,000 pre-consolidation LeadFX Shares for one post-consolidation LeadFX Share (the "Consolidation"). Shareholders of LeadFX, other than Sentient and InCoR, who would otherwise receive less than one whole post-Consolidation LeadFX Share in exchange for their pre-Consolidation LeadFX Shares will be entitled to receive, in lieu of fractional LeadFX Shares, cash consideration of $1.00 for each pre-Consolidation LeadFX Share.
The Arrangement also provides for, among other things: (i) the cancellation of all outstanding options to acquire LeadFX Shares; (ii) the cancellation of all unexercised common share purchase warrants of LeadFX ("LeadFX Warrants"); and (iii) the cancellation of all performance share units to acquire LeadFX Shares then outstanding, provided, however, that (a) if the previously issued Stage 3 Warrant to acquire 5,750,000 LeadFX Shares held by InCoR (refer the Umbrella Agreement dated June 20, 2017, as filed on LeadFX's SEDAR profile) has not previously been exercised in accordance with its terms, then it will deemed to be exercised without any further action by InCoR and InCoR will be issued 5,750,000 pre-Consolidation LeadFX Shares, and (b) 269,000 performance share units shall be deemed to be unconditionally vested and exercised, without any further action by the holder(s) thereof, into 269,000 pre-Consolidation LeadFX Shares.
Assuming the completion of the Arrangement, the LeadFX Shares are expected to be delisted from the Toronto Stock Exchange and LeadFX is expected to make an application to the applicable securities commissions for an order that it is not a reporting issuer (or equivalent) in any jurisdiction of Canada.
The foregoing assumes that the Arrangement will be completed on substantially the terms disclosed in LeadFX's press release disseminated on July 23, 2018.
Prior to and after the transaction or occurrence that triggered the requirement to file this report, Sentient had ownership or control over 36,609,182 LeadFX Shares, representing approximately 52.6% of the outstanding LeadFX Shares on a basic basis (collectively, the "Existing Sentient Holdings") and 144,973 LeadFX Warrants, representing, together with the Existing Sentient Holdings, approximately 52.7% of the outstanding LeadFX Shares on a partially-diluted basis (assuming only the exercise of the LeadFX Warrants held by Sentient). In addition, prior to and after the transaction or occurrence that triggered the requirement to file this report, InCoR had ownership or control over 27,306,475 LeadFX Shares, representing approximately 39.2% of the outstanding LeadFX Shares on a basic basis (collectively, the "Existing InCoR Holdings") and 5,879,131 LeadFX Warrants, representing, together with the Existing InCoR Holdings, approximately 44.0% of the outstanding LeadFX Shares on a partially-diluted basis (assuming only the exercise of the LeadFX Warrants held by InCoR).
Prior to and after the transaction or occurrence that triggered the requirement to file this report, Sentient and InCoR had ownership or control over an aggregate of 63,915,657 LeadFX Shares, representing approximately 91.8% of the outstanding LeadFX Shares on a basic basis and 6,024,104 LeadFX Warrants, representing, together with the Existing Sentient Holdings and Existing InCoR Holdings, approximately 92.5% of the outstanding LeadFX Shares on a partially-diluted basis (assuming only the exercise of the LeadFX Warrants held by Sentient and InCoR).
The head office address of LeadFX is Suite 1D, 21 Teddington Road Burswood, Western Australia, 6100, Australia.
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.