Gardin Inc.

November 02, 2015 16:57 ET

Early Warning Report

MONTREAL, QUEBEC--(Marketwired - Nov. 2, 2015) - Gardin Inc. ("Gardin" or the "Offeror") announces it has acquired from Amixam Resources Inc. on a private placement basis for an aggregate purchase price of $75,000 direct ownership of 4,000,000 common shares (the "Shares") of Sphinx Resources Ltd. ("Sphinx") and rights to receive an additional 461,536 Shares pursuant to the Green Paladium project acquisition agreement (the "Rights"), representing a price of approximately $0.01681 per Share. The acquired Rights entitle Gardin to acquire 461,536 Shares, representing approximately 1.01% of the issued and outstanding Shares. As a result of this transaction, Gardin currently owns approximately 11.85% Shares of Sphinx. If all the Shares are issued to Gardin under the Rights, Gardin would hold approximately 12.74% of the issued and outstanding Shares.

The shares were acquired by Gardin for investment purposes, and Gardin may from time to time, directly or indirectly, acquire additional securities of Sphinx. As previously announced by Sphinx, in connection with the Calumet Sud project acquisition agreement disclosed on June 25, 2015 (the "Project Agreement"), Sphinx issued to the Offeror 1,384,615 million common shares at upon closing of the transaction which then represented approximately 3.05% of the issued and outstanding Shares. Prior to the closing of the transaction contemplated by the Project Agreement, Gardin held no securities of Sphinx. The Project Agreement also states that Sphinx will issue 1,923,077 Shares on the first anniversary of the closing of the transaction and 2,846,154 Shares on the second anniversary of the closing of the transaction to the Offeror. Assuming 1,923,077 Shares are issued on the first anniversary date of the closing of the transaction, 2,846,154 Shares on the second anniversary of the closing of the transaction and Gardin exercises all of its Rights, Gardin would hold approximately 10,615,382 Shares or approximately 20.95% of the then issued and outstanding Shares.

Both project agreements provide that in no event the Offeror (together with its affiliates and joint actors) can collectively own at any time more than 19.99% of the outstanding common shares of the Corporation and that share issuances contemplated in the Project Agreement will be postponed until such time as this condition can be satisfied.

Gardin has filed on www.sedar.com a report in accordance with National Instrument 62-103 - Early Warning System and Related Take-Over Bid and Reporting Issues, and a copy of the report may be obtained by contacting Michel Gauthier at the address noted below.

Contact: Michel Gauthier
444 Bordeleau
Magog, Quebec
Tel: 514-652-1430

Contact Information

  • Michel Gauthier
    514-652-1430