LOWELL COPPER LTD. ("JDL")
[formerly Waterloo Resources Ltd. ("WAT")]
BULLETIN TYPE: Resume Trading, Reverse Takeover-Completed, Property-Asset or Share Purchase Agreement Private Placement-Brokered, Name Change and Consolidation,
BULLETIN DATE: July 12, 2013
TSX Venture Tier 2 Company
Resume Trading, Reverse Takeover-Completed
The common shares of the Company have been halted from trading since February 25, 2013, pending completion of a Reverse Take-Over ('RTO').
The TSX Venture Exchange has accepted for filing the Company's RTO, which includes the following transactions.
Effective at the opening on Monday, July 15, 2013, the common shares of Lowell Copper Ltd. will commence trading on TSX Venture Exchange.
Property-Asset or Share Purchase Agreement
TSX Venture Exchange has accepted for filing an Arrangement Agreement dated February 22, 2013 between Lowell Copper Inc. and the Company. The Company has issued 42,857,143 post-consolidation common shares to acquire all the shares of Lowell Copper Inc.
Insider / Pro Group Participation:
Insider=Y /
Name ProGroup=P # of Shares
Marcel De Groot Y 1,363,999
David De Witt Y 4,061,214
Catherine McLeod-Seltzer Y 5,940,194
Lowell Family Trust (David Lowell) Y 10,416,029
Lorito Holdings (Guernsey) Limited (Lundin Family Trust) Y 3,925,314
Zebra Holdings and Investments (Guernsey) Limited
(Lundin Family Trust) Y 3,925,313
Private Placement-Brokered
TSX Venture Exchange has accepted for filing documentation with respect to a Brokered Private Placement announced July 9, 2013:
Number of Shares: 21,064,351 post-consolidation shares (4,566,500 units Brokered, 16,497,851 units Non Brokered)
Purchase Price: $0.54 per post-consolidation share
Warrants: 10,532,175 share purchase warrants to purchase 10,532,175 post-consolidation shares
Warrant Exercise Price: $0.72 for a five year period
Number of Placees: 75 placees
Insider / Pro Group Participation:
Insider=Y /
Name ProGroup=P # of Shares
Lorito Holdings (Guernsey) Limited Y 3,703,705
Zebra Holdings and Investments (Guernsey) Limited Y 5,555,555
Shannon Shaw Y 50,000
Gregory Smith Y 37,000
Sunbeam Opportunities Limited (A. Geoff Loudon) Y 3,148,149
Lowell Family Trust (David Lowell) Y 1,000,000
Aggregate Pro Group Involvement P 150,000
[3 placees]
Agent's Fee: $122,296.50 to Tempest Capital Corp. in relation to the 4,566,500 unit Brokered portion of the Private Placement.
$33,692.92 to Finders in relation to the 16,497,851 unit Non-Brokered portion of the private placement as follows:
Tempest Capital Corp. $22,626.00
Canaccord Genuity Corp. $5,310.90
Haywood Securities Inc. $2,500.01
Thomas Humphreys $2,500.01
Wolverton Securities Ltd. $756.00
Consolidation, Symbol Change
The Company has consolidated its capital on a (2) two old for (1) one new basis. The name of the Company has also been changed as follows.
Effective at the opening on Monday, July 15, 2013, the common shares of Lowell Copper Ltd. will commence trading on TSX Venture Exchange, and the common shares of Waterloo Resources Ltd. will be delisted. The Company is classified as a 'Mineral Exploration' company.
Post - Consolidation
Capitalization: Unlimited shares with no par value of which
69,571,494 shares are issued and outstanding
Escrow: 29,326,078 Value Security Escrow shares
Transfer Agent: Computershare Investor Services Inc.
Trading Symbol: JDL (new)
CUSIP Number: 54755T 10 0 (new)
The Exchange has been advised that the above transactions, approved at a meeting of shareholders held on May a5, 2013 and by a consent resolution of shareholders on July 3, 2013, have been completed.
Company Contact: Warren Beil
Company Address: Suite 1400-400 Burrard St, Vancouver, BC, V6C 3A6
Company Phone Number: 604-628-1168
Company Fax Number: 604-688-0094
Company Email Address: wbeil@pathwaycapital.ca
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