EARLY WARNING REPORT
SECTION 102.1 OF THE SECURITIES ACT (ONTARIO),
PART 5 OF MULTILATERAL INSTRUMENT 62-104,
PART 7 OF OSC RULE 62-504 AND
NATIONAL INSTRUMENT 62-103
1.
Name and address of the parties filing the report.
Michelle Navarro Grau (“
MNG”)
Avenida Javier Prado Este No. 3580
San Borja
Lima, Perú
Seymour Business Company Inc. (“
SBC”)
jirón Crane 102
San Borja
Lima, Perú
Thatagata Investments Corp. (“
TIC”)
jirón Crane 102
San Borja
Lima, Perú
(each of MNG, SBC, and TIC is a “
Filing Party” and collectively the “Filing Parties”)
2.
The designation and number or principal amount of securities and the Filing Parties’
security holding percentage in the class of securities of which the Filing Parties acquired
ownership or control in the transaction or occurrence giving rise to the obligation to file
the report and whether it was ownership or control that was acquired in those
circumstances.
On April 21, 2014, MNG may be deemed to have acquired indirect beneficial ownership
of, and/or control or direction over, 3,596,000 common shares of CB Gold Inc. (“
CB
Gold
”, and each common share of CB Gold, a “Common Share”) which were acquired
by SBC through the facilities of the TSX Venture Exchange (the “
Transaction”) as
follows: (i) 3,500,000 Common Shares of CB Gold at a price per share of $0.12, and (ii)
96,000 Common Shares of CB Gold at a price per share of $0.125.
Immediately following the completion of the Transaction, MNG may be deemed to have
beneficial ownership of, and/or control and direction over, directly or indirectly, an
aggregate of: (i) 14,679,700 Common Shares of CB Gold (13,333,500 of which are held
by SBC, and 1,346,200 of which are held by TIC), and (ii) 500,000 warrants to purchase
Common Shares of CB Gold (each, a “
Warrant”), each of which may be exercised to
purchase one Common Share at a price of $0.70 per share until October 28, 2015. All
500,000 Warrants are directly held by SBC. MNG may be deemed to exercise control or
direction, directly or indirectly, over SBC and TIC.
- 2 -
In addition, Sagu Holdings Inc. (“SHI”) holds 2,120,000 Common Shares of CB Gold
and may be deemed to be acting jointly or in concert with MNG, SBC, and TIC for
purposes of Canadian Securities Laws.
Accordingly, immediately following the completion of the Transaction, for purposes of
Canadian securities laws MNG (together with SHI, which may be deemed to be acting
jointly or in concert with MNG, SBC, and TIC) may be deemed to have beneficial
ownership of, and/or control and direction over, directly or indirectly, an aggregate of
17,299,700 Common Shares of CB Gold, or approximately 10.84% of the Common
Shares that would have been outstanding at such time assuming the issuance of all
500,000 Common Shares for which the Warrants may be exercised.
For purposes of calculating percentages of Common Shares beneficially owned or over
which control or direction is exercised, directly or indirectly, the Filing Parties have
assumed that there were 159,586,007 Common Shares outstanding as of the date hereof
(assuming the exercise of all Warrants that are the subject of this Report), and assuming
that there were 159,086,007 Common Shares outstanding as at March 21, 2014 (without
giving effect to the issuance of any Common Shares upon the exercise of Warrants) as
disclosed by CB Gold in its Management’s Discussion and Analysis for the year ended
December 31, 2013, filed on SEDAR on March 26, 2014.
3. The designation and number or principal amount of securities and the Filing Parties’
securityholding percentage in the class of securities immediately after the transaction or
occurrence giving rise to obligation to file the report.
Immediately following the completion of the Transaction, for purposes of Canadian
securities laws MNG (together with SHI, which may be deemed to be acting jointly or in
concert with MNG, SBC, and TIC) may be deemed to have beneficial ownership of,
and/or control and direction over, directly or indirectly, an aggregate of 17,299,700
Common Shares of CB Gold, or approximately 10.84% of the Common Shares that
would have been outstanding at such time assuming the issuance of all 500,000 Common
Shares for which the Warrants may be exercised. Such 17,299,700 Common Shares are
held by SBC, TIC, and SHI as follows:
Filing Party or
Joint Actor
Number of
Common Shares
Number of Warrant
Shares
(A)
Percent of
Outstanding
Common Shares
(B)
SBC 13,333,500 500,000 8.67%
TIC 1,346,200 0 0.84%
SHI
(C) 2,120,000 0 1.33%
(A)
Common Shares to be issued upon the exercise of Warrants.
(B)
Assumes the issuance of the 500,000 Common Shares issuable upon the exercise of the 500,000
Warrants held by SBC.
(C)
For purposes of Canadian securities laws, SHI may be deemed to be acting jointly or in concert with
MNG, SBC, and TIC.
- 3 -
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:
(i)
the Filing Party, either alone or together with any joint actors, have ownership
and control.
Immediately following the completion of the Transaction, the Filing Parties, together
with SHI (which may be deemed to be acting jointly or in concert with the Filing Parties
for purposes of Canadian securities laws), may be considered to have beneficial
ownership of, and control or direction over, directly or indirectly, the aggregate number
and percentage of Common Shares specified in Item 2 of this Report.
For purposes of applicable Canadian securities laws, immediately following the
Completion of the Transaction, each Filing Party and SHI (which may be deemed to be
acting jointly or in concert with the Filing Parties for purposes of Canadian securities
laws) beneficially owns or exercises control or direction over, directly or indirectly, the
number and percentage of the outstanding Common Shares (assuming the exercise of all
Warrants beneficially owned by, or over which the Filing Parties may be deemed to
exercise control or direction) specified in Item 3 of this Report.
(ii)
the Filing Parties, either alone or together with any joint actors, have ownership
but control is held by other persons or companies other than the Filing Parties or
any joint actor.
Not applicable.
(iii)
the Filing Parties, either alone or together with any joint actors, have exclusive
or shared control but do 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.
TSX Venture Exchange
6.
The value, in Canadian dollars, of any consideration offered per security if the Filing
Party acquired ownership of a security in the transaction or occurrence giving rise to the
obligation to file a news release.
Pursuant to the Transaction: (i) 3,500,000 Common Shares of CB Gold were purchased
at a price per share of $0.12, and (ii) 96,000 Common Shares of CB Gold were purchased
at a price per share of $0.125, all as more fully described in Item 2.
- 4 -
7.
The purpose of the Filing Party 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 Issuer.
The Filing Parties and SHI acquired beneficial ownership of, and control or direction
over, directly or indirectly, the Common Shares that are the subject of this Report for
investment purposes. The Filing Parties and SHI intend to review their investment in CB
Gold on a continuing basis. Depending on various factors including, without limitation,
CB Gold’s financial position, the price levels of the Common Shares, conditions in the
securities markets and general economic and industry conditions, CB Gold’s business or
financial condition and other factors and conditions the Filing Parties and SHI deem
appropriate from time to time, the Filing Parties and/or SHI may in the future take such
actions with respect to their investments in CB Gold as the Filing Parties or SHI deem
appropriate including, without limitation, acquiring Common Shares or other securities of
CB Gold, and selling or otherwise disposing of some or all of the Common Shares or
other securities of CB Gold held by any of them from time to time. In addition, the Filing
Parties and/or SHI may formulate other purposes, plans or proposals regarding CB Gold
or any of CB Gold’s securities to the extent deemed advisable in light of general
investment and trading policies, market conditions or other factors or may change their
intention with respect to any and all matters referred to above.
8.
The general nature and the material terms of any agreement, other than lending
arrangements, with respect to securities of the Issuer entered into by the Filing Party, or
any joint actor, and the Issuer 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.
For purposes of Canadian securities laws, Sagu Holdings Inc. may be deemed to be
acting jointly or in concert with MNG, SBC, and TIC.
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 of the consideration paid by the Filing Parties.
Not applicable.
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 in respect of the Issuer’s securities.
Not applicable.
- 5 -
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.
13.
Additional Information
Neither the filing of this report nor the dissemination over the news wires of the related
news release in connection with the matters disclosed herein in accordance with
applicable Canadian securities laws is an admission that any individual or entity named
or referred to in this report owns or controls any described securities or is a joint actor
with another individual or entity named or referred to in this report.
DATED this 21
st day of April, 2014.
Signed “Michelle Navarro Grau”
Michelle Navarro Grau
Seymour Business Company Inc.
By: Signed “Michelle Navarro Grau”
Name: Michelle Navarro Grau
Title: Authorized Signatory
Thatagata Investments Corp.
By: Signed “Michelle Navarro Grau”
Name: Michelle Navarro Grau
Title: Authorized Signatory