Elliott Management Corporation

May 05, 2017 18:00 ET

Early Warning Report Regarding Expiration of Common Share Purchase Warrants of Avnel Gold Mining Limited Previously Held by Certain Affiliates of Elliott Management Corporation

TORONTO, ONTARIO--(Marketwired - May 5, 2017) - EARLY WARNING REPORT REGARDING EXPIRATION OF COMMON SHARE PURCHASE WARRANTS OF AVNEL GOLD MINING LIMITED PREVIOUSLY HELD BY CERTAIN AFFILIATES OF ELLIOTT MANAGEMENT CORPORATION

Item 1 - Security and Reporting Issuer

State the designation of securities to which this report relates and the name and address of the head office of the issuer of the securities.

This report relates to common share purchase warrants ("Warrants") of Avnel Gold Mining Limited (the "Issuer").

The Issuer's address is:

Avnel Gold Mining Limited
Les Echelons, Les Echelons Court
St. Peter Port, Guernsey
GY1 4AN

State the name of the market in which the transaction or other occurrence that triggered the requirement to file this report took place.

The requirement to file this report is triggered by the expiration on May 7, 2017 of 8,928,572 Warrants previously held by the Acquiror, in accordance with their terms (the "Expiration"). Prior to the Expiration, each whole Warrant was exercisable into one ordinary share in the capital of the Issuer ("Common Shares") at an exercise price of C$0.40 per share. The Common Shares trade on the facilities of the Toronto Stock Exchange under the trading symbol "AVK".

Item 2 - Identity of the Acquiror

State the name and address of the acquiror.

This report is being filed on behalf of: Elliott Associates, L.P. ("Elliott Associates"), The Liverpool Limited Partnership ("Liverpool"), Manchester Securities Corp. ("Manchester"), and Elliott International, L.P. ("Elliott International" and, collectively with Elliott Associates, Liverpool and Manchester, the "Acquiror").

The business addresses of Elliott Associates, Liverpool, Manchester and Elliott International are as follows:

c/o Elliott Management Corporation
40 West 57th Street
New York, New York
USA 10019

State the date of the transaction or other occurrence that triggered the requirement to file this report and briefly describe the transaction or other occurrence.

On May 7, 2015, the Acquiror purchased an aggregate of 17,857,144 Units (the "Units") pursuant to a bought deal financing arrangement (the "Bought Deal"). The Units were offered by way of a short form prospectus in all of the provinces of Canada, other than the province of Québec. Each Unit consisted of one Common Share and one-half of one Warrant. Each whole Warrant was exercisable into one Common Share at an exercise price of C$0.40 per share until May 7, 2017. All 8,928,572 Warrants acquired by the Acquiror pursuant to the Bought Deal expire on May 7, 2017 in accordance with their terms.

Immediately following the Expiration, the Acquiror will own an aggregate of 238,839,089 Common Shares, representing approximately 63.35% of the outstanding Common Shares of the Issuer, based on there being 376,993,300 Common Shares issued and outstanding as at the date hereof.

State the names of any joint actors.

Paul E. Singer ("Singer") is a general partner of Elliott Associates. Hambledon, Inc., which is controlled by Singer, is the general partner of Elliott International. Liverpool is a subsidiary of Elliott Associates. Manchester is a subsidiary of Elliott Associates.

Item 3 - Interest in Securities of the Reporting Issuer

State whether the acquiror acquired or disposed ownership of, or acquired or ceased to have control over, the securities that triggered the requirement to file the report.

As a result of the Expiration, the Acquiror ceases to have beneficial ownership of, or control or direction over, the Warrants and the Common Shares issuable on exercise of the Warrants.

State the designation and number or principal amount of securities and the acquiror's securityholding percentage in the class of securities referred to in Item 2 over which the acquiror, either alone or together with any joint actors, has ownership and control,

Upon Expiration, the Acquiror will have control and direction over 238,839,089 Common Shares and no Warrants.

If the securities were acquired or disposed of other than by purchase or sale, describe the method of acquisition or disposition.

Expiration of Warrants.

Item 4 - Purpose of the Transaction

Describe any plans or future intentions which the acquiror and any joint actors may have which relate to or would result in any of the following:

(a) the acquisition of additional securities of the reporting issuer, or the disposition of securities of the reporting issuer;

(b) a corporate transaction, such as a merger, reorganization or liquidation, involving the reporting issuer or any of its subsidiaries;

(c) a sale or transfer of a material amount of the assets of the reporting issuer or any of its subsidiaries;

(d) a change in the board of directors or management of the reporting issuer, including any plans or intentions to change the number or term of directors or to fill any existing vacancy on the board;

(e) a material change in the present capitalization or dividend policy of the reporting issuer;

(f) a material change in the reporting issuer's business or corporate structure;

(g) a change in the reporting issuer's charter, bylaws or similar instruments or another action which might impede the acquisition of control of the reporting issuer by any person or company;

(h) a class of securities of the reporting issuer being delisted from, or ceasing to be authorized to be quoted on, a marketplace;

(i) the issuer ceasing to be a reporting issuer in any jurisdiction of Canada;

(j) a solicitation of proxies from securityholders;

(k) an action similar to any of those enumerated above.

As of the date of this report, the Acquiror does not have any specific current plan or future intention to participate in a transaction which would relate to or result in the occurrence of item (a) of Item 4 above, but may or may not purchase or sell securities of the Issuer in the future on the open market or in private transactions in the ordinary course, depending on market conditions and other factors material to the Acquiror's investment decision.

As of the date of this report, the Acquiror does not have any specific current plan or future intention to participate in a transaction or other material change which would relate to or result in the occurrence of any of items (b) through (k) of Item 4 above, but may decide to do so in the event that a firm proposal for a transaction or other material change is advanced by the Issuer, or any other party, on terms satisfactory to the Acquiror.

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