When Sam Magid Finder's Fees exceed Endeavour MiniAlarm bells should be ringing! When it happens 5 out of the last 5 times? It is time to sell endeavour and just move and follow Sam the Man!
They also completed Reverse Takeover-Completed, Property-Asset or SharePurchase Agreement, Private Placement-Non-Brokered, Name Change for WWIResource LTD
Finder's Fee: $1,000,000 payable to Peninsula Merchants SyndicationsCorp. (Sam Magid) and $250,000 payable to Endeavour Financial Ltd.
OCEANIC IRON ORE CORP. ("FEO")
(formerly Pacific Harbour Capital Ltd. ("PCF"))
BULLETIN TYPE: Change of Business, Private Placement-Non-Brokered, Name
Change, Symbol Change, Resume Trading
BULLETIN DATE: December 3, 2010
TSX Venture Tier 1 Company
Change of Business:
TSX Venture Exchange has accepted for filing the Change of Business which
is disclosed in the Filing Statement dated November 22, 2010, which has
been approved by the consent of shareholders of the Pacific Harbour Capital
Ltd. (the "Company"). The acceptance includes the following transactions:
Acquisition Agreement to acquire a 100% interest in the Ungava Iron
Properties, Ungava Region, Quebec, between the Company and John Patrick
Sheridan and Peter Ferderber (collectively the "Vendors"). Consideration
for this transaction is:
-- issue 30,000,000 Common Shares;
-- pay minimum advance annual net smelter returns royalty
payments of
$200,000 commencing November 30, 2011; and
-- grant a 2% net smelter returns royalty.
The Settlement Agreement between the Company and Kataria Holdings Limited,
a British Virgin Islands company (the "Kataria Group"). In consideration
for Kataria entering into the Settlement Agreement and agreeing to settle
all claims it may have in respect of the Property, the Ontario Proceedings
and the ICC Arbitration, Pacific Harbour has agreed to:
-- pay Kataria U.S.$2,000,000; and
-- issue Kataria 8,000,000 Common Shares, of which 4,000,000 Common Shares
will be held in escrow and only released upon receipt of an independent
report under NI 43-101 which validates a resource on the Property equal
to or greater than 450 million tonnes of 35% or more iron ore content.
The Tri-Partite Agreement, effective on the Closing Date, whereby the
Vendors, OIOC and the Kataria Group have agreed to dismiss the Ontario
Proceedings and withdraw the ICC Arbitration and release each other from
all claims in respect thereof.
In respect of the acquisition a finder's fee of $50,000 and 250,000 common
shares is payable to Bahram Ebrahimi and a finder's fee of $52,500 and
760,000 common shares is payable to Endeavour Financial Ltd.
The Company is classified as a 'Mining Company' company.
In addition, the Exchange has accepted for filing the following:
Private Placement-Non-Brokered:
First
Financing:
TSX Venture Exchange has accepted for filing documentation with respect to
a Non-Brokered Private Placement announced on October 7, 2010:
Number of Shares: 13,125,000 shares
Purchase Price:
.40 per share
Warrants: 6,562,500 share purchase warrants to purchase
6,562,500 shares
Warrant Exercise Price: $ 0.65 for a five year period
Number of Placees: 72 placees
Insider / Pro Group Participation:
Insider=Y /
Name ProGroup=P / # of Shares
Bedrock Capital Corporation Ltd.
(Paul Matysek) Y 450,000
Peter Brown P 300,000
Azim Dhalla P 62,500
Neil Johnson P 62,500
Gordon Keep Y 562,500
Paul Matysek Y 150,000
Amanda Morris P 187,500
Ali Pejman P 250,000
John Reynolds Y 125,000
John Ross P 50,000
Robert Sali P 562,000
Mike Siggs P 37,500
Marc Simpson P 50,000
Finder's Fee: $262,500 payable to Peninsula Merchants
Syndication Corp.
Pursuant to Corporate
Finance Policy 4.1, Section 1.11(d), the Company must
issue a news release announcing the closing of the private placement and
setting out the expiry dates of the hold period(s). The Company must also
issue a news release if the private placement does not close promptly.
Second Financing:
TSX Venture Exchange has accepted for filing documentation with respect to
a Non-Brokered Private Placement announced on November 23, 2010:
Number of Shares: 17,950,000 shares
Purchase Price:
.50 per share
Number of Shares: 10,450,000 Flow Through Shares
Purchase Price:
.55 per share
Warrants: 28,400,000 share purchase warrants to purchase
28,400,000 shares
Warrant Exercise Price: $1.00 for a five year period
Number of Placees: 45 placees
Insider / Pro Group Participation:
Insider=Y /
Name ProGroup=P / # of Shares
485374 BC Ltd. (Harry Pokrandt) P 300,000
Sharon Ahamed P 100,000
Mahmood Ahamed P 25,000
Bedrock Capital Corporation Ltd.
(Paul Matysek) Y 135,000
Gina Holliday P 25,000
Gordon Keep Y 100,000
Michael Marosits P 150,000
Michael Noc P 400,000
John Reynolds Y 100,000
Robert Sali P 150,000
Gregg Sedun Y 700,000
Donato Sferra P 100,000
John Brian Zaozirny P 150,000
Finders' Fees: $736,125 payable to Peninsula Merchants
Syndication Corp.
$147,225 payable to Endeavour Financial Ltd.
Pursuant to Corporate Finance Policy 4.1, Section 1.11(d), the Company must
issue a news release announcing the closing of the private placement and
setting out the expiry dates of the hold period(s). The Company must also
issue a news release if the private placement does not close promptly.
Resume trading:
Effective at market open, Monday, December 6, 2010, shares of the Company
will resume trading.
Name Change:
Pursuant to a resolution passed by shareholders, the Company has changed
its name to Oceanic Iron Ore Corp. There is no consolidation of capital.
Effective at the opening Monday, December 6, 2010, the common shares of
Oceanic Iron Ore Corp. will commence trading on TSX Venture Exchange, and
the common shares of Pacific Harbour Capital Ltd. will be delisted. The
Company is classified as a 'Mining Company' company.
Capitalization: Unlimited shares with no par value of which
128,134,717 shares are issued and outstanding
Escrowed: 2,000,000 common shares are subject to 36
month staged release escrow
Escrowed: 30,000,000 common shares are subject to 36
month staged release escrow as to 10% of the
shares on March 31, 2011, 10% of the shares
six months following the date of this
Bulletin, 5% of the shares on September 30,
2011 and 15% of the shares on each of the
dates that are 12 months, 18 months, 24
months, 30 months and 36 months following the
date of this Bulletin.
Escrowed: 4,000,000 common shares will only be released
from escrow on receipt by the Company of a NI
43-101 report which validates a resource on
the Ungava Iron Properties equal to or greater
than 450 million tonnes of 35% or more iron
ore content, failing which they will be
cancelled.
Transfer Agent: Computershare Investor Services Inc.
Trading Symbol: FEO (new)
CUSIP Number: 67524Q108 (new)
Company Contact: Gordon Keep, Interim CFO,
Secretary and Director
Company Address: 3123 - 595 Burrard Street,
Vancouver, BC V7X 1J1
Company Phone Number: (604) 609-6110
Company Fax Number: (604) 609-6145
Company Email Address: gkeep@fiorecorporation.com