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LeadFX suitor Sentient files early warning report

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hitpaydirt   Tuesday, 07/24/18 12:48:39 PM
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LeadFX suitor Sentient files early warning report

2018-07-24 11:52 ET - News Release


An anonymous director reports

SENTIENT IV FILES EARLY WARNING REPORT IN RESPECT OFLEADFX INC.

Sentient Executive GP IV Ltd. (for the general partner of Sentient Global Resource Fund IV LP) has filed an early warning report in connection with the holdings of the following entities in LeadFX Inc., which may, for these purposes, be considered to be acting jointly or in concert with Sentient IV under relevant securities laws: Sentient Executive GP I Ltd., Sentient (Aust.) Pty. Ltd., Sentient Executive GP II Ltd., Sentient Trustees PTC Ltd. and Sentient Executive GP III Ltd. (collectively, with Sentient IV).

The early warning report has been filed following the announcement by LeadFX earlier today of a proposed go-private transaction to be completed by way of a statutory plan of arrangement pursuant to Section 192 of the Canada Business Corporations Act. If the arrangement becomes effective, then Sentient and InCoR (as defined herein) will, together, own or control or have direction over 100 per cent of the common shares of LeadFX. Sentient may also be considered to be acting jointly or in concert with InCoR Energy Materials Ltd. and InCoR Technologies Ltd. in relation to the arrangement.

The arrangement includes, among other things, a consolidation of the LeadFX shares on the basis of five million preconsolidation LeadFX shares for one postconsolidation LeadFX share. Shareholders of LeadFX, other than Sentient and InCoR, who would otherwise receive less than one whole postconsolidation LeadFX share in exchange for their preconsolidation LeadFX shares will be entitled to receive, in lieu of fractional LeadFX shares, cash consideration of $1 for each preconsolidation LeadFX share.

The arrangement also provides for, among other things: (i) the cancellation of all outstanding options to acquire LeadFX shares; (ii) the cancellation of all unexercised common share purchase warrants of LeadFX; and (iii) the cancellation of all performance share units to acquire LeadFX shares then outstanding, provided, however, that (a) if the previously issued stage 3 warrant to acquire 5.75 million LeadFX shares held by InCoR (refer the umbrella agreement dated June 20, 2017, as filed on LeadFX's SEDAR profile) has not previously been exercised in accordance with its terms, then it will deemed to be exercised without any further action by InCoR and InCoR will be issued 5.75 million preconsolidation LeadFX shares, and (b) 269,000 performance share units shall be deemed to be unconditionally vested and exercised, without any further action by the holder(s) thereof, into 269,000 preconsolidation LeadFX shares.

Assuming the completion of the arrangement, the LeadFX shares are expected to be delisted from the Toronto Stock Exchange and LeadFX is expected to make an application to the applicable securities commissions for an order that it is not a reporting issuer (or equivalent) in any jurisdiction of Canada.

The foregoing assumes that the arrangement will be completed on substantially the terms disclosed in LeadFX's press release disseminated on July 23, 2018.

Prior to and after the transaction or occurrence that triggered the requirement to file this report, Sentient had ownership or control over 36,609,182 LeadFX shares, representing approximately 52.6 per cent of the outstanding LeadFX shares on a basic basis and 144,973 LeadFX warrants, representing, together with the existing Sentient holdings, approximately 52.7 per cent of the outstanding LeadFX shares on a partially diluted basis (assuming only the exercise of the LeadFX warrants held by Sentient). In addition, prior to and after the transaction or occurrence that triggered the requirement to file this report, InCoR had ownership or control over 27,306,475 LeadFX shares, representing approximately 39.2 per cent of the outstanding LeadFX shares on a basic basis and 5,879,131 LeadFX warrants, representing, together with the existing InCoR holdings, approximately 44.0 per cent of the outstanding LeadFX shares on a partially diluted basis (assuming only the exercise of the LeadFX warrants held by InCoR).

Prior to and after the transaction or occurrence that triggered the requirement to file this report, Sentient and InCoR had ownership or control over an aggregate of 63,915,657 LeadFX shares, representing approximately 91.8 per cent of the outstanding LeadFX shares on a basic basis and 6,024,104 LeadFX warrants, representing, together with the existing Sentient holdings and existing InCoR holdings, approximately 92.5 per cent of the outstanding LeadFX shares on a partially diluted basis (assuming only the exercise of the LeadFX warrants held by Sentient and InCoR).

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