6 million private placement Highlighted individual bought last fall 1.736 million sahres @ 8 cents
Pursuant to the Offering, insider Michael C. Scholz, through his wholly owned company, 369 Terminal Holdings Ltd., purchased 1,500,000 Units. Director Kwin Grauer, who is the Chairman of the Board and Interim CEO of the Company, purchased 100,000 Units through his wholly owned company, 1217249 BC Ltd., Director Gautam Lohia purchased 300,000 Units through his wholly owned company, 1300279 BC Ltd., and Director Bradley Scharfe purchased 350,000 Units through his wholly owned company, Scharfe Holdings Inc. In addition, Directors Earnest C. Beaudin and Roger He purchased 400,000 and 50,000 Units, respectively, Directors Graham Johnstone and Rony Pawar purchased 100,000 Units each, and Chief Financial Officer Andrej Prpic purchased 200,000 Units. Each foregoing purchase by each insider constitutes a “related party transaction” under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions (“MI 61-101”). Each related party transaction is exempt from the formal valuation requirements of section 5.4 of MI 61-101, pursuant to subsection 5.5(a) of MI 61-101. Each related party transaction is also exempt from the minority approval requirements of section 5.6 of MI 61-101, pursuant to subsection 5.7(1)(a) of MI 61-101. A material change report was not filed more than 21 days prior to closing as contemplated by the related party transaction requirements under MI 61-101, as the insider participation was only recently confirmed, which is reasonable given the exemptions being relied upon.