Jo-Ann Bayley

Richard Graham

A. Murray Sinclair

Donn Burchill

David Wiley

October 27, 2011 13:41 ET

Jo-Ann Bayley, Richard Graham, A. Murray Sinclair, Donn Burchill and David Wiley Acquire Securities of Marchwell Ventures Ltd.

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Oct. 27, 2011) - In connection with the closing of a private placement (the "Private Placement") of subscription receipts ("Subscription Receipts") of Marchwell Ventures Ltd. ("Marchwell" or the "Company") on October 21, 2011 at a price of $0.05625 per Subscription Receipt, whereas each Subscription Receipt entitling the holder to one common share in the capital of the Company (a "Common Share") and one Common Share purchase Warrant (a "Warrant"), and the satisfaction of the release conditions for the Subscription Receipts on October 26, 2011, the following individuals acquired securities of Marchwell:

  1. Jo-Ann Bayley – 3,450,000 Common Shares and 3,450,000 Warrants and as a result Ms. Bayley now owns directly or indirectly, or exercises control over a total of 3,450,000 Common Shares and 3,450,000 Warrants representing on a basic basis 14.97% of the issued and outstanding Common Shares and on a diluted basis (assuming that only Ms. Bayley's Warrants are exercised) approximately 26.05% of the issued and outstanding Common Shares;

  2. Richard Graham – 3,450,000 Common Shares and 3,450,000 Warrants and as a result Mr. Graham now owns directly or indirectly, or exercises control over a total of 3,453,300 Common Shares and 3,450,000 Warrants representing on a basic basis 14.99% of the issued and outstanding Common Shares and on a diluted basis (assuming that only Mr. Graham's Warrants are exercised) approximately 26.06% of the issued and outstanding Common Shares;

  3. A. Murray Sinclair – 3,450,000 Common Shares and 3,450,000 Warrants and as a result Mr. Sinclair now owns directly or indirectly, or exercises control over a total of 3,554,000 Common Shares and 3,510,000 Warrants representing on a basic basis 15.42% of the issued and outstanding Common Shares and on a diluted basis (assuming that only Mr. Sinclair's Warrants are exercised) approximately 26.61% of the issued and outstanding Common Shares;

  4. Donn Burchill – 3,600,000 Common Shares and 3,600,000 Warrants and as a result Mr. Burchill now owns directly or indirectly, or exercises control over a total of 3,600,000 Common Shares and 3,600,000 Warrants representing on a basic basis 15.62% of the issued and outstanding Common Shares and on a diluted basis (assuming that only Mr. Burchill's Warrants are exercised) approximately 27.03% of the issued and outstanding Common Shares; and

  5. David Wiley – 3,450,000 Common Shares and 3,450,000 Warrants and as a result Mr. Wiley now owns directly or indirectly, or exercises control over a total of 3,450,000 Common Shares and 3,450,000 Warrants representing on a basic basis 14.97% of the issued and outstanding Common Shares and on a diluted basis (assuming that only Mr. Wiley's Warrants are exercised) approximately 26.05% of the issued and outstanding Common Shares.

The Subscription Receipts and the Common Shares and Warrants issuable upon the exercise thereof, are subject to a four month hold period under applicable Canadian securities laws until February 23, 2012.

The Warrants are subject to a restriction on exercise that, without prior shareholder approval, the rights represented by such Warrants shall not be exercised by the holder, in whole or in part, and Marchwell shall not give effect to any such exercise, if, after giving effect to such exercise, the holder, together with any person or company acting jointly or in concert with the holder would in the aggregate beneficially own, or exercise control or direction over that number of voting securities of Marchwell which is twenty percent (20%) or greater of the total issued and outstanding voting securities of the Corporation, immediately after giving effect to such exercise.

The individuals listed above acquired Common Shares and Warrants for investment purposes pursuant and may, from time to time on an individual or joint basis, acquire additional securities of Marchwell, dispose of some or all of the existing or additional securities he holds or will hold, or may continue to hold his current position.

FOR FURTHER INFORMATION OR TO OBTAIN A COPY OF THE EARLY WARNING REPORT FILED IN CONNECTION WITH THIS MATTER, PLEASE CONTACT, SANDRA LEE.

Contact Information

  • Marchwell Ventures Ltd.
    Sandra Lee
    Vancouver, British Columbia
    (604) 488-5427