Wondering what Frank Giustra and RadCliffe have inNow that Cannon Point closed $5.02-million private placement, it have some playing money...
1. Name and Address of the offeror.Radcliffe Foundation
Suite 3123 – 595 Burrard Street
Vancouver, British Columbia V7X 1J1
Frank Giustra
Suite 3123 – 595 Burrard Street
Vancouver, British Columbia V7X 1J1
Radcliffe Corporation
Suite 3123 – 595 Burrard Street
Vancouver, British Columbia V7X 1J1
2. The designation and number or principal amount of securities and the offeror’s security holding
percentage in the class of securities of which the offeror acquired ownership or control in the
transaction or occurrence giving rise to the obligation to file the news release, and whether it
was ownership or control that was acquired in those circumstances.
The Radcliffe Foundation, a charitable foundation established to support local and international
charities controlled by Frank Giustra, acquired 7,494,000 common shares of Cannon Point
Resources Ltd. (the “Issuer”) together with share purchase warrants entitling it to purchase an
additional 1,968,000 common shares of the Issuer exercisable at
.10 per common share until
July 29, 2014. The Radcliffe Corporation, a company beneficially owned by Frank Giustra has
acquired 7,500,000 common shares of the Issuer together with share purchase warrants entitling it
to purchase an additional 2,000,000 common shares of the Issuer exercisable at
.10 per
common share until July 29, 2014.
3. The designation and number or principal amount of securities and the offeror’s securityholding
percentage in the class of securities immediately after the transaction or occurrence giving rise to
the obligation to file the news release.
As a result of the acquisition of the shares and warrants described in 2 above, Radcliffe
Foundation and Radcliffe Corporation hold in aggregate 14,994,000 common shares representing
14.80% of the issued and outstanding shares of the Issuer and 19,662,000 common shares
representing 18.55% on a partially diluted basis assuming the exercise of the all the warrants and
stock options.
4. The designation and number or principal amount of securities and percentage of outstanding
securities of the class of securities referred to in paragraph 3 over which:
(a) the offeror, either alone or together with any joint actors, has ownership and control:
The Radcliffe Corporation, a company beneficially owned and controlled by Frank
Giustra, has acquired 7,500,000 common shares of the issuer representing 7.40% of the
- 2 -
outstanding shares and 8.96% assuming the exercise of the share purchase warrants
described in item 2 above.
(b) the offeror, either alone or together with any joint actors, has ownership but control is
held by other persons or companies other than the offeror or any joint actor:
Not applicable.
(c) the offeror, either alone or together with any joint actors, has exclusive or shares control
but does not have ownership:
The Radcliffe Foundation has beneficial ownership of 7,494,000 common shares of the
Issuer representing 7.40% of the outstanding shares of the Issuer and 9.59% assuming the
exercise of all the share purchase warrants described in item 2 above and stock options
entitling it to purchase an additional 700,000 common shares of the Issuer.
5. Market where the transaction or occurrence took place.
Not applicable
6. The value in Canadian dollars of the consideration offer per security if the offeror acquired
ownership of a security in the transaction or occurrence giving rise to the obligation to file this
report.
Aggregate of CAD$339,560.
7. The purpose of the offeror and any joint actors in effecting the transaction or occurrence that
gave rise to the news release, including any future intention to acquire ownership of, or control
over, additional securities of the reporting issuer.
The Offerors acquired the securities for investment purposes and have no present intention to
acquire further securities of the Issuer at this time. The Offerors may in the future acquire or
dispose of securities of the Issuer, through the market, privately or otherwise, as circumstances or
market conditions warrant.
8. The general nature and the material terms of any agreement, other than lending arrangements,
with respect to securities of the reporting issuer entered into by the offeror, or any joint actor,
and the issuer of the securities or any other entity in connection with the transaction or
occurrence giving rise to the news release, including agreements with respect to the acquisition,