Wow Athos has over 17,102,410 shares EARLY WARNING REPORT
PART 3 OF NATIONAL INSTRUMENT 62-103
The Early Warning System and Related Take-Over Bid and
Insider Reporting Issues
This report is made pursuant to the provisions of National Instrument 62-103 in connection with certain
acquisitions of Class A common shares (Common Shares) of Calvalley Petroleum Inc. (Calvalley or the
Corporation).
1. The name and address of the offeror:
Athos Limited. ("Athos" or the "Offeror")
UHY Saxena
Registered Office : LOB 15-514, P.O Box 17870
Jebel Ali Free Zone
Dubai, United Arab Emirates
2. 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:
Athos acquired ownership and control of 6,117,894 Common Shares of Calvalley on February 4,
2013 (Trading Date) as a result of the distribution of assets upon the winding up of a private fund
of which Athos was a part owner.
Athos acquired ownership and control of 1,539,387 Common Shares of Calvalley on February 5,
2013 (Trading Date 2) at a price of $2.06 for total aggregate consideration of $3,171,137.22. Of
the 1,539,387 Common Shares, 765,000 Common Shares were purchased from Jean-Claude
Chaligné and Maria Chaligné and 774,387 Common Shares were purchased from Stefan
Chaligné. The 1,539,387 Common Shares were purchased through the facilities of the Toronto
Stock Exchange.
Immediately following the acquisitions of February 4, 2013 and February 5, 2013, Athos had
ownership and control of 17,102,410 Common Shares of Calvalley representing approximately
18% of the then issued and outstanding Common Shares.
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:
See #2 above.
4. The designation and number or principal amount of securities and the 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:
Athos has ownership and control over 17,102,410 Common Shares, representing approximately
18% of the issued and outstanding Common Shares of Calvalley.
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Stefan Chaligné, Jean-Claude Chaligné and Maria Chaligné are beneficial owners of three
corporations which are the only shareholders of a private corporation, which in turn is the sole
shareholder of Athos. None of Stefan Chaligné, Jean-Claude Chaligné and Maria Chaligné are
directors or shareholders of Athos.
(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; and
Not applicable.
(c) the offeror, either alone or together with any joint actors, has exclusive or shared
control but does not have ownership:
Not applicable.
5. The name of the market in which the transaction or occurrence that gave rise to the news
release took place:
The acquisition of 1,539,387 Common Shares by Athos was conducted through the facilities of
the Toronto Stock Exchange. The Common Shares are listed on the TSX under the symbol
"CVI.A". The acquisition of 6,117,894 Common Shares by Athos did not occur on the market but
through the distribution of assets upon the winding up of a private fund of which Athos was a part
owner.
6. 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:
On February 5, 2013, Athos acquired 1,539,387 Common Shares through the facilities of the
Toronto Stock Exchange for aggregate cash consideration of approximately $3,171,137.22.
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:
Athos acquired the Common Shares for investment purposes. Although Athos does not currently
have intentions to acquire more Common Shares of Calvalley, it may do so in the future as part of
its ongoing portfolio
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, holding, disposition or voting of any of the securities:
Not applicable.
9. The names of any joint actors in connection with the disclosure required by this Report:
See #4a above.
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10. 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:
On February 4, 2013, Athos acquired 6,117,894 Common Shares through the distribution of
assets upon the dissolution of a private fund. The deemed value was $1.80 per Common Share
based on the net asset value of the fund as of December 31, 2012, the effective date of
dissolution of the fund. The deemed aggregate value of the Common Shares was
$11,012,209.20.
11. 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:
Each of Stefan Chaligné, Jean-Claude Chaligné and Maria Chaligné no longer individually hold
any Common Shares in Calvalley due to the sale of their Common Shares to Athos.
12. 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 the 7th day of February, 2013.