EARLY WARNING REPORT UNDER NATIONAL INSTRUMENT 62-103
The following information is filed in accordance with Section 5.2 of Multilateral Instrument 62-104 and Section 3.1
of National Instrument 62-103:
(a)
The name and address of the offeror:
Veteado Investments Inc.
Rafael Alfonso
Bloque A, Apt 406
Bogota, DC
Colombia 50-23
(b)
The designation and number or principal amount of securities and the offeror’s securityholding 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:
Veteado Investments Inc. (“Veteado”) acquired ownership of 3,000,000 common shares (the “Shares”) in
the capital of Cliffmont Resources Ltd. (the “Company”) as a result of the acquisition (the “Acquisition”)
by the Company of 100% of the outstanding shares in the capital of Tarana Resources SA (“Tarana”) which
completed on February 28, 2012. The 3,000,000 Shares represented 10.7% of the Company’s issued and
outstanding common shares on February 28, 2012.
(c)
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 obligation to file the
news release:
Following the above-mentioned transaction, Veteado beneficially owns 3,000,000 Shares, representing
10.7% of the Company’s then issued and outstanding common shares.
(d)
The designation and number or principal amount of securities and the percentage of outstanding securities
of the class of securities referred to in paragraph (c) over which (i) the offeror, either alone or together
with any joint actors, has ownership and control, (ii) 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, and (iii) the offeror, either alone or together with any joint actors, has exclusive or shared control
but does not have ownership:
See (c) above.
(e)
The name of the market in which the transaction or occurrence that gave rise to the news release took
place:
Not applicable. The 3,000,000 Shares were issued from the Company’s treasury.
(e.1) The value, in Canadian dollars, of any consideration offered per security if the offeror acquired ownership
of a security in the transaction or occurrence giving rise to the obligation to file a news release:
The deemed value of the 3,000,000 Shares issued to Veteado is $1,440,000.
(f)
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 3,000,000 Shares were acquired for investment purposes only, and Veteado may increase or decrease
its shareholdings in the Company as circumstances may arise.
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(g)
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, holding, disposition or voting of any of the
securities:
The 3,000,000 Shares were acquired pursuant to the terms of a share purchase agreement dated January 3,
2012, as amended on January 27, 2012, among the Company and the shareholders of Tarana. The
3,000,000 Shares are subject to a TSX Venture Exchange form of Tier 2 Value escrow agreement and will
be released in stages over three years.
(h)
The names of any joint actors in connection with the disclosure required by this Appendix:
Not applicable.
(i)
In the case of a transaction or occurrence that did not take place on a stock exchange or other market that
represents a published market for the securities, including an issuance from treasury, the nature and value,
in Canadian dollars, of the consideration paid by the offeror:
The 3,000,000 Shares were issued at a deemed price of
.48 per Share.
(j)
If applicable, a description of any change in any material fact set out in a previous report by the entity
under the early warning requirements or Part 4 in respect of the reporting issuer’s securities:
Not applicable.
(k)
If applicable, a description of the exemption from securities legislation being relied on by the offeror and
the facts supporting that reliance:
Not applicable.
DATED as of the 12
th day of March, 2012.
VETEADO INVESTMENTS INC.
Per: “Rafael Alfonso”