ALDERSHOT RESOURCES LTD. Notice to security holders – Nov15ALDERSHOT RESOURCES LTD. Notice to security holders – November 15, 2018
Who can participate in the Rights Offering?
Aldershot Resources Ltd. d.b.a. Solo Growth Corp. (“Solo Growth”) is distributing to eligible holders of Solo Growth’s outstanding common shares (“Common Shares”) rights (“Rights”) to subscribe for Common Shares. In addition, eligible holders of Common Shares who are directors or officers of Solo Growth or are identified by such persons (collectively referred to as “Management”) will be entitled to subscribe for one performance-based Common Share purchase warrant (each, a “Performance Warrant”) for each Common Share subscribed for pursuant to the offering of rights (the “Rights Offering”). If you are a holder of Common Shares of record at the close of business on November 15, 2018 (the “Record Date”), including Common Shares issued pursuant to the non-brokered private placement that closed on June 28, 2018, you can participate in the Rights Offering, provided that you are eligible to receive Rights (as discussed in more detail below).
Who is eligible to receive Rights?
The Rights will be offered in all of the provinces and territories of Canada (the “Eligible Jurisdictions”). You will be eligible to receive Rights if you are a holder of Common Shares and are resident in one of the Eligible Jurisdictions. As a condition to a purchase of any Common Shares or Units, as applicable, under the Rights Offering, each holder that exercises Rights (except as described below) will be deemed to have represented and warranted that it is resident in an Eligible Jurisdiction, and this representation and warranty will be relied upon by Solo Growth and Computershare Investor Services Inc. (the “Depositary”). The Rights and the securities issuable on the exercise of the Rights will not be qualified under the securities laws of any jurisdiction other than the Eligible Jurisdictions. If you are a holder of Common Shares and are resident in an ineligible jurisdiction, you will not be eligible to receive any Rights or participate in the Rights Offering except where you are able to satisfy Solo Growth in its sole discretion that your participation in the Rights Offering is lawful and in compliance with all securities and other laws in the ineligible jurisdiction where you reside and is not prejudicial to Solo Growth or its security holders.
How many Rights is Solo Growth offering?
Solo Growth is offering a total of 569,047,133 Rights.
How many Rights will you receive?
If you are an eligible holder of Common Shares, you will receive one Right for each of your existing Common Shares on the Record Date. No fractional Rights will be issued.
What do four Rights entitle you to receive?
Every four Rights held will entitle an eligible holder to subscribe for one Common Share at a subscriptionprice of $0.05 per Common Share.
Management will be entitled to subscribe for one Performance Warrant for each Common Share subscribed for pursuant to the Rights Offering. Each Performance Warrant will entitle the holder to purchase one Common Share at a price of $0.05 for a period of five years. In the event the 20-day volume weighted average trading price of the Common Shares equals or exceeds $0.175, each Performance Warrant shall be exercisable for 1.5 Common Shares, provided that, at the time of exercise in respect of the additional 0.5 of a Common Share per Performance Warrant, either: (i) the Common Shares are listed on the facilities of a recognized stock exchange (other than the TSX Venture Exchange (the “TSXV”)); or (ii) the Common Shares are acquired for cash or for the securities of a company listed on a recognized stock exchange (other than the TSXV). How will you receive your Rights? If you are an eligible holder of Common Shares and you are the registered holder of your Common Shares, enclosed you will find a certificate (the “Rights Certificate”) representing the total number of transferable Rights to which you are entitled as of the Record Date. If you are an eligible holder of Common Shares and you hold your Common Shares through a securities broker, dealer, bank, trust company, custodian or other intermediary (each, a “Participant”), you will not receive a Rights Certificate. Instead, Rights will be represented under the book-based system administered by CDS Clearing and Depository Services Inc. (“CDS”). We expect you will receive a confirmation of the number of Rights issued to you by your Participant. CDS will be responsible for establishing and maintaining book-entry accounts for Participants holding Rights. You will be able to participate in the Rights Offering only through your Participant and you will need to contact your Participant to determine how you will be able to If you are a holder of Common Shares and are resident in an ineligible jurisdiction, you will not receive any Rights and will not be able to participate in the Rights Offering unless you are able to provide evidence satisfactory to Solo Growth that your participation in the Rights Offering is lawful and in compliance with all securities and other laws in the ineligible jurisdiction where you reside and is not prejudicial to Solo Growth or its security holders. If you are resident in an ineligible jurisdiction, you must arrange for your participation by contacting the Depositary, if you are a registered holder, or your Participant, if you hold Rights through your Participant. When and how can you exercise your Rights? You can exercise your Rights at any time up to 4:00 p.m. (Calgary time) on December 17, 2018 (the “Expiry Time”). If you hold your Rights through a Participant, you must arrange exercises, sales or transfers of Rights through your Participant. If you are an eligible holder of Common Shares and you are the registered holder of your Common Shares, you can exercise or transfer your Rights by completing the appropriate form on your Rights Certificate and delivering it to the Depositary in accordance with the instructions on your Rights Certificate and as contained in Solo Growth’s Rights Offering circular before the Expiry Time.
What are the next steps?
This document contains key information you should know about Solo Growth. You can find more details in Solo Growth’s Rights Offering circular. To obtain a copy, visit Solo Growth’s profile on the SEDAR website, visit www.aldershotresources.com, ask your dealer representative for a copy or contact Pali Bedi, President and Chief Executive Officer at (403) 888-5388. You should read the Rights Offering circular, along with Solo Growth’s continuous disclosure record, to make an informed decision.
ALDERSHOT RESOURCES LTD.