Lorito Holdings (Guernsey) Ltd.

Zebra Holdings and Investments (Guernsey) Ltd.

March 03, 2017 14:07 ET

Lorito Holdings (Guernsey) Ltd. And Zebra Holdings and Investments (Guernsey) Ltd. as Joint Actors Acquire Subscription Receipts of JDL Gold Corp.

ST PETER PORT, GUERNSEY--(Marketwired - March 3, 2017) - Lorito Holdings (Guernsey) Ltd. ("Lorito") and Zebra Holdings and Investments (Guernsey) Ltd. ("Zebra"), 1st & 2nd Floors, Elizabeth House, Les Ruettes Brayes, St Peter Port, Guernsey GY1 1EW, two companies controlled by a trust settled by the late Adolf H Lundin, announced today that on March 2, 2017 Zebra had acquired ownership and control of 1'500'000 subscription receipts ("SRs") of JDL Gold Corp. (« JDL Gold » or the « Company ») (TSX VENTURE:JDL). Upon closing of the arrangement agreement between JDL Gold and Luna Gold Corp. ("Luna Gold"), whereby JDL Gold will acquire all of the outstanding shares of Luna Gold in exchange for 1.105 JDL Gold common shares, and the concurrent financings described in the press releases issued by JDL Gold dated February 1, 2017, February 14, 2017 and February 27, 2017 (the "Transaction") JDL Gold will be renamed Trek Mining Inc. ("Trek Mining") (TSX VENTURE:TREK).

The SRs were acquired pursuant to the non-brokered private placement (the "Offering") of between 30'000'000 and up to 32'500'000 SRs for gross proceeds of between Can$60'000'000.-- and up to Can$65'000'000.-- as described in the press releases of the Company. Each SR was purchased at a price of Can$2.-- per SR, and, upon satisfaction of certain escrow release conditions, entitles the holder thereof to receive one share and one share purchase warrant of JDL Gold without further payment or action on the part of the holder.

Prior to the Offering, Lorito owned 2'182'794 Shares or 3.23% and Zebra owned 3'761'891 Shares or 5.57% of the then issued and outstanding shares of JDL Gold. Collectively, and as joint actors, Lorito and Zebra owned and controlled a total of 5'944'685 shares, representing approximately 8.8% of the then issued and outstanding shares of the Company. With the acquisition of 1'500'000 SRs, Zebra would be entitled to receive a total of 1'500'000 common shares of JDL Gold which would bring Lorito's and Zebra's combined holdings to a total of 11.02% of the issued and outstanding shares of JDL Gold, before giving effect to the shares issuable to the other subscribers in the private placement and bought deal financings in connection with the Transaction.

Assuming the closing of all financings as announced in the Transaction, and taking into account all of the shares expected to be issued upon exercise of the SRs, Lorito will hold 3'469'903 shares and warrants or 3.08% and Zebra will hold 8'838'549 shares and warrants or 7.85% of the then issued and outstanding shares of JDL Gold plus warrants held by Lorito and Zebra. Lorito and Zebra collectively will hold and control 12'308'452 shares and warrants or approximately 10.94% of the then issued and outstanding shares of the Company plus warrants held by Lorito and Zebra.

Lorito and Zebra are joint actors with respect to their common shares of JDL Gold which were acquired for investment purposes. Each of Lorito and Zebra may from time to time increase or decrease their investment in the shares of JDL Gold depending upon the business and prospects of JDL Gold and depending upon future market conditions.

A copy of the Early Warning Report filed pursuant to National Instrument 62-103 may be obtained from Sandy Kansky, 1-604-806-3574.

Contact Information

  • Aksel Azrac
    Telephone Number: 011 41 22 595 1875