EARLY WARNING REPORT (???)
posted on
Sep 14, 2010 12:35PM
There was this EWR filed yesterday as regards to UC... Do I understand well that the only purpose of it was to disclose the sale by Mineraldfields/Pathway of 100K shares on the public market?! (i.e. $ 12 000 out of $1MM+ of shares held ???). I wonder why this cash out operation was made... Maybe to pay some fees or extraordinary expenses? The Limited Partnerships used as flow-trough vehicle for JDM clients have none or little cash on bank...and perhaps no bank account at all! GLTA. BaBe.
EARLY WARNING REPORT AND PRESS RELEASE FILED PURSUANT TO NATIONAL INSTRUMENT 62-103 1. Name and address of the offeror: MineralFields Group/Pathway Asset Management (“MGP”) 1110 Finch Avenue West, Suite 210 Toronto, ON M5A 2K7 2. Name of reporting issuer with respect to which this report is filed: UC Resources Ltd. (“ UC”)
3. Designation and number or principal amount of securities and the offeror’s
security-holding 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: MGP has indirect control and direction over 8,504,307 common shares of UC (the “Shares”), 800,000 options to purchase units (the “Units”) comprised of one share and warrant, and 7,169,230 warrants to purchase shares (the “Warrants”) representing approximately 9.94% of the outstanding Shares on a partially diluted basis. 4. 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. As set out in paragraph 3 above. 5. Designation and number or principal amount of securities and the percentage of
outstanding securities of the class of securities referred to in paragraph (4) over which: (a) the offeror, either alone or together with any joint actors, has ownership and control Not applicable. (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 (c) Joe Dwek Management Consultants Inc. 2007 has exclusive control of the UC
securities set out in paragraph three but it does not have ownership of the same (d) the offeror, either alone or together with any joint actors, has exclusive or shared control but does not have ownership Not applicable. 6. Name of the market in which the transaction or occurrence that gave rise to the
news release took place. 100,000 Shares were sold on the open market at a price of $0.12 per Share on September 8, 2010. The reporting issuer’s shares trade on the TSX Venture Exchange under the call symbol UC. 7. 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. MGP intends to hold the securities for investment purposes. MGP may, depending on market and other conditions, increase its beneficial ownership, control or direction over the common shares or other securities of UC, through market transactions, private agreements, treasury issuances, exercise of convertible securities or otherwise. 8. 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. Names of any joint actors in connection with the disclosure required by this report. As set out in paragraph 5(c). 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 offeror. Not applicable. 11. If applicable, a description of any change in any material fact set out in a previous
report by entity under the early warning requirements or Part 4 of National Instrument 62-103 in respect of the reporting issuer’s securities. Not applicable. DATED: September 13, 2010. Joe Dwek President: MineralFields Group/Pathway Asset Management