Robert M. Friedland for Newstar Securities SRL

October 08, 2014 15:15 ET

Early Warning Report Filed Pursuant to National Instrument 62-103

VANCOUVER, BRITISH COLUMBIA--(Marketwired - Oct. 8, 2014) - This press release is issued by Newstar Securities SRL ("Newstar"), a company wholly-owned by Robert M. Friedland, pursuant to the early warning requirements of applicable securities legislation and National Instrument 62-103 with respect to securities of Peregrine Diamonds Ltd. (the "Company").

On September 9, 2014, Newstar was issued 26,699,142 Rights of the Company, with each two Rights exercisable into Units consisting of 13,349,571 common shares and 13,349,571 common share purchase warrants ("Basic Units"). Newstar exercised the Rights and received the Basic Units on October 6, 2014. The aggregate purchase price for the Basic Units was Cdn$2,803,410 (representing a per common share price of Cdn$0.21). Each common share purchase warrant entitles the holder to purchase one common share for the price of Cdn$0.21 until April 6, 2015 ("Warrants"). Newstar also entered into a Standby Purchase Agreement by which it agreed to acquire a portion of any unsubscribed Units. As a result, Newstar has also acquired an additional 3,217,708 Units ("Additional Units") for an additional purchase price of Cdn$675,719. Each Additional Unit also contains one common share and one Warrant.

Prior to this acquisition, Newstar beneficially owned 26,699,142 common shares representing 18.56% of the Company's issued and outstanding common shares. Following this acquisition of the Basic Units and Additional Units, Newstar has actual beneficial ownership of 43,266,421 common shares, and is deemed to beneficially own an additional 16,567,279 unissued common shares issuable upon the exercise of Warrants. This represents an actual beneficial ownership percentage of 20.05% of the Company's issued and outstanding common shares and a deemed beneficial ownership percentage of 25.75% of the Company's then issued and outstanding common shares (and assuming no further issuances of common shares other than exercise of these Warrants). All of these securities are beneficially owned and controlled by Newstar.

Newstar acquired the common shares and Warrants for investment purposes. Depending on economic or market conditions or matters relating to the Company, Newstar may choose to either acquire additional common shares or dispose of common shares of the Company. Newstar may or may not exercise any or all of the Warrants.

A copy of the early warning report filed under applicable Canadian provincial securities legislation in connection with this acquisition is available under the Company's profile on the SEDAR website at www.sedar.com.

Signed

Robert M. Friedland

Contact Information

  • Newstar Securities SRL
    Penny Schattenkirk
    +1.604.331.9801