NI 62-103 REPORT REGARDING ACQUISITION OF COMMON SHARES AND WARRANTS OF SATORI RESOURCES INC.
Peter Shippen has acquired, directly and indirectly, an aggregate 3.8 million units of Satori Resources Inc. pursuant to a private placement of Satori that closed its final tranche on Dec. 20, 2018, all as is more particularly described in Satori's news release dated Dec. 21, 2018. On November 22, 2018, Satori closed its first tranche of the private placement whereby White Rocks Holdings Inc. ("White Rocks"), a private company controlled by Shippen, acquired 3,000,000 units at a price of $0.05 per unit. Each unit is comprised of one common share and one common share purchase warrant entitling White Rocks to acquire an additional common share of Satori at a per share price of $0.06 until November 22, 2021. The common shares held by White Rocks Holdings Inc. represented approximately 7.31% of the then issued and outstanding shares of Satori, and assuming exercise of warrants, White Rock would own a total of 6,000,000 common shares of Satori representing approximately 13.63% of the outstanding shares on a post-conversion beneficial ownership basis.
Subsequently, on December 20, 2018, Shippen directly acquired an additional 800,000 units of the Satori in the second and final closing of the private placement offering. As of December 20, 2018, Shippen beneficially owns, directly and indirectly, or exercises direction or control over: (i) 3,800,000 common shares of Satori representing approximately 8.7% of the issued and outstanding shares (an increase of approximately 1.39% since November 22, 2018); and (ii) 3,800,000 purchase warrants. Assuming exercise of the warrants, Shippen would own, directly and indirectly, a total of 7,600,000 common shares representing approximately 16% of Satori's issued common shares on a post-conversion beneficial ownership basis.
Shippen acquired the units for investment purposes and not for the purpose of exercising control or direction over Satori. Shippen may acquire additional securities or dispose of some or all of his existing securities according to market conditions and other relevant factors in the future.
