Re: Confederation Minerals CFM-V anyone have an opinion
in response to
by
posted on
Aug 06, 2011 05:31PM
We may not make much money, but we sure have a lot of fun!
EARLY WARNING REPORT
FILED PURSUANT TO NATIONAL INSTRUMENT 62‐103
The following information is filed pursuant to the provisions of applicable securities legislation:
1. Name and address of the Offeror:
Douglas B. Johnson
PO BOX 1045, HSBC Building
Suite 1320 ‐ 885 West Georgia Street
Vancouver, BC, V6C 3E8
2. 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:
On March 3, 2011, Mr. Johnson acquired 475,000 common shares (“Common Shares”) and
237,500 common share purchase warrants (the “Warrants”) of Confederation Minerals Ltd.
(“Confederation”), and acquired beneficial ownership of 1,000,000 Common Shares and 500,000
Warrants indirectly through Pathfinder Asset Management Ltd. The acquisition was completed
through participation in a brokered private placement of Units (each a “Unit”) of Confederation,
issued at a price of $0.67 per Unit, with each Unit consisting of one Common Share and one‐half
of one Warrant. Each Warrant entitles the holder thereof to acquire one additional Common
Share at a price of $1.00 until July 3, 2012. In the event that the Warrants are fully exercised, the
securities acquired directly and indirectly as a result of the transaction represent approximately
5% of the total issued and outstanding Common Shares of Confederation, calculated on a
partially diluted basis.
3. 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 completion of the transaction, including previous holdings, Mr. Johnson directly and
indirectly has beneficial ownership of 3,775,000 Common Shares of Confederation, representing
approximately 9% the issued and outstanding Common Shares and rights to acquire an
additional 2,137,500 Common Shares upon the exercise of Warrants. In the event that the
Warrants are fully exercised, the direct and indirect holdings of Mr. Johnson would represent a
total of 5,912,500 Common Shares of Confederation, or approximately 13% of the issued and
outstanding Common Shares, calculated on a partially diluted basis.
4. Designation and number or principal amount of securities and the percentage of outstanding
securities of the class of securities referred to in Item 3 over which:
(i) the Offeror, either alone or together with any joint actors, has ownership and control:
See Item 3.
(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:
Not applicable.
(iii) the Offeror, either alone or together with any joint actors, has exclusive or shared
control but does not have ownership:
Not applicable.
5. (a) Name of the market in which the transaction or occurrence that gave rise to the news
release took place:
Not applicable.
(b) 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:
See Item 9.
6. 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 Common Shares and Warrants noted in Item 2 above were acquired for investment
purposes. Mr. Johnson may increase or decrease his investment in Confederation depending on
market conditions or any other relevant factor in accordance with the provisions of applicable
securities laws.
7. 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, or disposition or voting of any of the securities.
The acquisition was completed through participation in a brokered private placement of Units.
See Item 2.
8. Names of joint actors in connection with the disclosure required in this report.
Pathfinder Asset Management Ltd.
9. 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 Common Shares and Warrants noted in Item 2 were acquired pursuant to participation in a
brokered private placement for aggregate consideration of $988,250, representing
consideration of $0.67 per Unit.
10. 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 of Part 4 of National Instrument 62‐103 in
respect of the reporting issuer’s securities.
Not applicable.
11. 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 23rd day of March, 2011.
/s/ “Douglas B. Johnson”
________________________
DOUGLAS B. JOHNSON