RE:RE:RE:Probe Metals A Potential Suitor?GH,
More information from SEDAR :-)
EARLY WARNING REPORT April 17, 2017
Item 2 – Identity of the Acquiror
2.1 State the name and address of the acquiror.
2176423 Ontario Ltd. (“2176423 Ontario”) 200 Bay Street, Suite 2600 Royal Bank Plaza, South Tower Toronto, Ontario M5J 2J2
2.2 State the date of the transaction or other occurrence that triggered the requirement to file this report and briefly describe the transaction or other occurrence.
On April 13, 2017, 2176423 Ontario acquired (the “Acquisition”) ownership of 33,333,333 Units of the Corporation at a price of $0.06 per Unit. Each Warrant comprising part of a Unit entitles the holder thereof to acquire one Share at a price of $0.09 per Share until April 13, 2019. The Units were purchased from the Corporation on a private placement basis. 2176423 Ontario is beneficially owned by Eric Sprott.
Item 3 – Interest in Securities of the Reporting Issuer
3.1 State the designation and number or principal amount of securities acquired or disposed of that triggered the requirement to file the report and the change in the acquiror’s securityholding percentage in the class of securities. The 33,333,333 Units represent approximately 7.0% of the issued and outstanding shares on a non-diluted basis, and approximately 13.0% on a partially diluted basis. Prior to the date hereof, Mr. Sprott did not beneficially own any securities of the Corporation.
Item 5 – Purpose of the Transaction
State the purpose or purposes of the acquiror and any joint actors for the acquisition or disposition of securities of the reporting issuer. Describe any plans or future intentions which the acquirer and any joint actors may have which relate to or would result in any of the following:
(a) the acquisition of additional securities of the reporting issuer, or the disposition of securities of the reporting issuer;
(b) a corporate transaction, such as a merger, reorganization or liquidation, involving
the reporting issuer or any of its subsidiaries;
(c) a sale or transfer of a material amount of the assets of the reporting issuer or any of
its subsidiaries;
(d) a change in the board of directors or management of the reporting issuer, including any plans orintentions to change the number or term of directors or to fill any existing vacancy on the board;
(e) a material change in the present capitalization or dividend policy of the reporting issuer;
(f) a material change in the reporting issuer’s business or corporate structure;
(g) a change in the reporting issuer’s charter, bylaws or similar instruments or another action which might impede the acquisition of control of the reporting issuer by any person or company
(h) a class of securities of the reporting issuer being delisted from, or ceasing to be authorized to be quoted on, a marketplace;
(i) the issuer ceasing to be a reporting issuer in any jurisdiction of Canada;
(j) a solicitation of proxies from securityholders; and/or
(k) an action similar to any of those enumerated above.
The Units were acquired for investment purposes. Mr. Sprott, through 2176423 Ontario, has a long-term view of the investment and may acquire additional securities either on the open market or through private acquisitions or sell the securities either on the open market or through private dispositions in the future depending on market conditions, reformulation of plans and/or other relevant factors. Mr. Sprott currently has no other plans or intentions that relate to, or would result in the matters listed in clauses (a) to (k), above. Depending on market conditions, general economic and industry conditions, the Corporation’s business and financial condition and/or other relevant factors, Mr. Sprott may develop such plans or intentions in the future.
Changes to Sprott Holdings from April to August appears to have brought his ownership of AZX down.
By Aug 10, 2017, Mr. Sprott reduced his holdings below the key reporting level of 10% to 9%. It appears he sold common shares and purchased warrants during this period. The key aspect of this move was he stayed below the threshold needed to report his changes in stock ownership.
Interesting new headlines during this period:
On May 10th, the following drill result might have changed the game: Hole# OAX-17-100 From 39.3 To 256.3 Core Length 217.00 Gold (g/t) 2.84. Mr. Sprott starting changing his holdings in AZX only a month afterwards.
AZX Insider Owenership
Based on the last statement I have seen, Eric Owens only has 1,777,178 shares. In total, all insiders appear to have less than 1% ownership in AZX.
GLTA,
NP