Anthony J. Cohen

June 22, 2017 16:46 ET

Early Warning Report Issued Pursuant to NI 62-103 Acquisition of Convertible Debentures of Plato Gold Corp.

TORONTO, ONTARIO--(Marketwired - June 22, 2017) - Mr. Anthony J. Cohen issues this press release pursuant to Part 3.1 of National Instrument 62-103 The Early Warning System and Related Take-Over Bid and Insider Reporting Issues with respect to Plato Gold Corp. (the "Company"). Mr. Cohen is a director and significant shareholder of the Company.

On June 22, 2017, Mr. Cohen was issued an unsecured convertible debenture (the "Cohen Debenture") in the principal amount of $50,000.00 (the "Transaction"). The Debenture is convertible, at the option of the holder, into common shares of the Company (each, a "Common Share") at a conversation price equal to (i) in the first year following acquisition of the Cohen Debenture, $0.05 and (ii) in the subsequent second and third years following acquisition of the Cohen Debenture, $0.10. The Cohen Debenture matures on June 22, 2020.

The Cohen Debenture was acquired as part of an aggregate offering (the "Offering") of $300,000 of Unsecured Convertible Debentures of the Company (the "2020 Convertible Debentures") due (i) as to the amount of $250,000, on June 15, 2020, and (ii) as to the amount of $50,000, on June 20, 2020.

Prior to the Transaction, Mr. Cohen directly and indirectly owned and controlled the following securities:

  • 17,002,059 Common Shares held directly;
  • 12,582,993 Common Shares held indirectly by CEYX Properties Ltd. ("CEYX"), a corporation which Mr. Cohen controls;
  • 833,333 Common Shares held indirectly by 1338823 Alberta ULC; and
  • 750,000 stock options to acquire Common Shares (the "Cohen Options").

Prior to Transaction, Mr. Cohen directly and indirectly owned and controlled 31,168,385 Common Shares, on a partially diluted basis (assuming exercise of the Cohen Options), which represented 20.38% of the 152,936,655 Common Shares outstanding on a partially diluted basis prior to the acquisition of the Debentures, comprised of: (i) 148,091,655 Common Shares outstanding prior to the completion of the Offering, and (ii) 4,845,000 Common Shares that may be issued on exercise of stock options to acquire common shares of the Company ("Plato Options").

Following the acquisition of the Debenture, Mr. Cohen directly and indirectly owned and controlled an aggregate of:

  • 17,002,059 Common Shares held directly;
  • 12,582,993 Common Shares held indirectly by CEYX;
  • 833,333 Common Shares held indirectly by 1338823 Alberta ULC;
  • 750,000 Plato Options; and
  • A Convertible Debenture in the principal amount of $50,000.00 that may be converted into up to (i) 1,000,000 Common Shares in the first year at a conversion price equal to $0.05, and (ii) 500,000 Common Shares in the subsequent second and third years at a conversion price equal to $0.10. The Convertible Debenture has a maturity date of June 22, 2020.

Assuming issuance of the Common Shares on conversion of the Cohen Debenture in the first year, Cohen will directly and indirectly own and control 32,168,385 Common Shares, on a partially diluted basis (assuming exercise of the Cohen Options and the conversion of the Cohen Debenture in the first year), which represents 20.24% of the 158,936,655 Common Shares outstanding on a partially diluted basis following completion of the Offering, comprised of: (i) 148,091,655 Common Shares outstanding following the completion of the Offering, (ii) 4,845,000 Common Shares that may be exercised on exercise of all Plato Options; and (iii) 6,000,000 Common Shares that may be issued on conversion of all of the 2020 Convertible Debentures in their first year after issuance.

The Cohen Debenture was acquired for investment purposes. Depending on the evolution of the Company's business, financial condition, the market, if any, for the Company's securities, general economic conditions and other factors, Mr. Cohen and his joint actors may acquire additional securities of the Company, or sell some or all of the securities they hold, in the open market, by private agreement or otherwise, subject to their availability at attractive prices, market conditions, and other relevant factors. Depending on market conditions, general economic conditions, the Company's business and financial condition and other factors, Mr. Cohen may develop such plans or intentions in the future.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

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