GoldTrain Resources Inc.

May 08, 2009 17:45 ET

GoldTrain Shareholder News Release

TORONTO, ONTARIO--(Marketwire - May 8, 2009) - Donald A. Sheldon (the "Offeror") of #1801-180 Dundas Street West, Toronto, Ontario M5G 1Z8 filed a correcting early warning report dated May 8, 2009 advising of his direct and indirect holdings in GoldTrain Resources Inc. ("GoldTrain" or the "Issuer"). This news release also corrects information contained in a news release dated May 4, 2009 relating to the same subject matter.

On April 27, 2009, the Offeror acquired direct ownership of 200,000 common shares pursuant to an amalgamation agreement made as of the 26th day of March, 2009 and amended as of April 27, 2009, among Hall Train Entertainment Inc. and Goldwright Exploration Inc. to continue as GoldTrain (the "Amalgamation"), representing 1.0% of the issued and outstanding shares of GoldTrain. Concurrently, pursuant to the Amalgamation, the Offeror also acquired 50,000 class A warrants of GoldTrain, each entitling the holder to acquire one common share of GoldTrain to $0.12 on or before June 12, 2009. Such warrants represent 1.0% of the outstanding class A warrants.

On April 30, 2009, the Offeror acquired from the Issuer indirect control of an additional 2,177,956 common shares of GoldTrain at a deemed value of $0.10 each to settle certain debts and pay certain fees, together with 106,989 class A warrants and 1,750,000 class B warrants of GoldTrain. Each class B warrant entitles the holder to acquire one common share of GoldTrain for $0.12 within two years after the Issuer's shares are listed on a recognized stock exchange. Such warrants represent 2.7% of the outstanding class A warrants and 56% of the outstanding class B warrants. The Issuer settled historic debts of $171,182 by issuing 427,956 shares and 106,989 class A warrants and settled current debts of $162,500 by issuing 1,625,000 shares and an equal number of class B warrants to Suite 1800 Management Ltd. The Issuer also paid $12,500 of finders fees to Second Sheldon Family Trust by issuing 125,000 shares and an equal number of class B warrants.

The Offeror now controls a total of 2,377,956 (the "Shares") and 2,227,956 warrants, being 2,052,956 shares together with 106,989 class A warrants and 1,625,000 class B warrants held by Suite 1800 Management Ltd., 125,000 shares and an equal number of class B warrants held by the Second Sheldon Family Trust, and 200,000 shares and 50,000 class A warrants held directly. The Shares represent approximately 12.5% of the issued and outstanding common shares of GoldTrain as at April 30, 2009. The 156,989 class A warrants represent approximately 3.9% of the outstanding class A warrants and the 1,750,000 class B warrants represent approximately 56% of the outstanding class B warrants.

The securities issued pursuant to the Amalgamation were exempted from securities legislation under the business combination and reorganization exemption set out in Section 2.11 of National Instrument 45-106 - Prospectus and Registration Exemptions. The securities issued to Suite 1800 Management Ltd. were exempted by Section 2.14 of NI 45-106 and the securities issued to the family trust were exempted by Section 2.24 of NI 45-106. The securities acquired directly or indirectly in the Issuer as described above were acquired for investment purposes without any current intention to increase or decrease such holdings. The Offeror takes a long-term view of the investment and reserves the right to formulate other plans and take such actions with respect to the investment in the Issuer as may be determined from time to time.

This news release is issued pursuant to National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, which also requires a report to be filed with regulatory authorities in each of the jurisdictions in which the Issuer is a reporting issuer containing additional information with respect to the foregoing matters (the "Early Warning Report"). A copy of the Early Warning Report will appear with the Issuer's documents on the SEDAR website at www.sedar.com. A copy of the Early Warning Report may also be obtained by contacting the Offeror at (416) 595-0147.

Contact Information

  • Donald A. Sheldon
    416-595-5151 ext. 101