From the Wires
Equity Investment in 0944460 B.C. Ltd. (Formerly Called "Day4 Energy Inc.")
Nov. 13, 2012 07:39 PM
VANCOUVER, BRITISH COLUMBIA -- (Marketwire) -- 11/14/12 --
NOT FOR DISTRIBUTION TO U.S. WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES
Onni 7771 Alderbridge A-Holdings Ltd. ("Onni 7771") announces that on November 13, 2012, Onni 7771 acquired 742 voting common shares and 1,736,586 class A non-voting common shares of 0944460 B.C. Ltd. (formerly called "Day4 Energy Inc.") (the "Issuer") pursuant to the purchase agreement as reported in the press release issued by the Issuer on November 13, 2012.
Onni 7731 Alderbridge A-Holdings Ltd. ("Onni 7731") announces that on November 13, 2012, Onni 7731 acquired 9,894,021 voting common shares and 23,156,219,084 class A non-voting common shares of the Issuer pursuant to the purchase agreement as reported in the press release issued by the Issuer on November 13, 2012.
RMG Westwood Street Holdings Ltd. ("RMG Westwood") announces that on November 13, 2012, RMG Westwood acquired 1,855,237 voting common shares and 4,342,044,330 class A non-voting common shares of the Issuer pursuant to the purchase agreement as reported in the press release issued by the Issuer on November 13, 2012.
Immediately after the completion of the transactions referred to above, 0950193 B.C. Ltd. acquired collectively from each of Onni 7771, Onni 7731 and RMG Westwood an aggregate of 11,750,000 voting common shares and 27,500,000,000 class A non-voting common shares.
As a result of these transactions referred to above, 0950193 B.C. Ltd. exercised control or direction over 31,019,125 voting common shares representing 45.11% of the issued and outstanding voting common shares and 27,500,000,000 class A non-voting common shares representing 100% of the issued and outstanding class A non-voting common shares as at November 13, 2012.
The voting common shares and class A non-voting common shares acquired by 0950193 B.C. Ltd. are held for investment purposes. The investment in the shares of the Issuer will be reviewed by 0950193 B.C. Ltd. on a continuing basis and such holdings may be increased or decreased in the future. 0950193 B.C. Ltd. may in the future acquire or dispose of shares of the Issuer, through the open market, privately or otherwise, as circumstances or market conditions dictate.
In respect of the subscriptions for shares of the Issuer by each of Onni 7771, Onni 7731 and RMG Westwood, each of Onni 7771, Onni 7731 and RMG Westwood rely on the accredited investor exemption set out in section 2.3 of National Instrument 45-106 Prospectus and Registration Exemptions.
In respect of the subsequent acquisition of the 11,750,000 voting common shares and 27,500,000,000 class A non-voting common shares of the Issuer by 0950193 B.C. Ltd. from each of Onni 7771, Onni 7731 and RMG Westwood, 0950193 B.C. Ltd. relies on the accredited investor exemption under Section 2.3 of National Instrument 45-106 Prospectus and Registration Exemptions and the private agreement exemption under Section 4.2(1) of Multilateral Instrument 62-104 Take-Over Bids and Issuer Bids. 0950193 B.C. Ltd. is entitled to rely on the latter exemption because (i) the purchase was not made from more than five persons, (ii) the offer to purchase was not made generally to all holders of voting common shares of the Issuer and (iii) there is a reasonable basis for determining that the value of the consideration paid for such shares is not more than 115% of the value of such shares.
Onni 7771, Onni 7731, RMG Westwood and 0950193 B.C. Ltd. will file an early warning report pursuant to National Instrument 62-103 The Early Warning System and Related Take Over Bid and Insider Reporting Issues describing the above transactions with applicable securities regulatory authorities, a copy of which will be available at www.sedar.com.
The address for Onni 7771, Onni 7731, RMG Westwood and 0950193 B.C. Ltd. is #300 - 550 Robson Street, Vancouver, British Columbia V6B 2B7.
FOR FURTHER INFORMATION OR FOR A COPY OF THE EARLY WARNING REPORT, PLEASE CONTACT THE PERSON BELOW.
Onni 7771 Alderbridge A-Holdings Ltd.
Onni 7731 Alderbridge A-Holdings Ltd.
RMG Westwood Street Holdings Ltd.
0950193 B.C. Ltd.
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