TREK MINING INC. ("TREK")
[formerly: JDL GOLD CORP ("JDL")]
BULLETIN TYPE: Plan of Arrangement-, Name Change, Private Placement-Brokered; Private Placement-Non-Brokered
BULLETIN DATE: March 30, 2017
TSX Venture Tier 1 Company
Pursuant to resolutions passed by the shareholders of JDL Gold Corp ('JDL'), and securityholders of Luna Gold Corp ('Luna Gold') on March 24, 2017, JDL, and Luna Gold have approved a business combination by way of plan of arrangement under the Canada Business Corporations Act (the "Arrangement"). The Plan of Arrangement will be completed at 12:01 a.m. on March 31, 2017, and will result in JDL acquiring all the issued and outstanding common shares of Luna Gold whereby each Luna Gold shareholder will be entitled to receive 1.105 JDL common shares for each Luna Gold share held. It is anticipated that the shares of Luna Gold will continue to trade on TSX for a short period following completion of the arrangement. Luna Gold shareholders will have to remit a letter of transmittal in order to receive the consideration (i.e. TREK shares) to which they are entitled.
Name Change
Pursuant to a resolution passed by the Company's directors on March 1, 2017, the Company's name will change to 'Trek Mining Inc.' There is no consolidation of capital.
Effective at the opening Friday, March 31, 2017, the common shares of Trek Mining Inc will commence trading on TSX Venture Exchange, and the common shares of JDL Gold Corp will be delisted. The Company is classified as a 'Mineral Exploration and Development' company.
Post - Arrangement:
Capitalization: Unlimited shares with no par value of which
158,170,373 shares are issued and outstanding
Escrow: Nil
Transfer Agent: Computershare Investor Services Inc
Trading Symbol: TREK (new)
CUSIP Number: 89473C104 (new)
For further information, please see the Company's Information Circular dated February 22, 2017 and the Company's news release dated February 22, 2017 and filed on SEDAR, as well as news releases dated February 1, 2017, March 24, 2017 and March 30, 2017.
Private Placement
Brokered Private Placement
TSX Venture Exchange has accepted for filing documentation with respect to a Brokered Private Placement of subscription receipts announced, February 14, 2017 and February 27, 2017:
Number of Subscription Receipts: 10,000,000 subscription receipts
Purchase Price: $2.00 per subscription receipt
Conversion: Each subscription receipt entitles the holder to receive automatically, upon satisfaction of certain conditions, including closing of the transaction with Luna Gold, one common share and one common share purchase warrant.
Warrants: 10,000,000 share purchase warrants to purchase 10,000,000 shares
Warrant Exercise Price: $3.00 until October 6, 2021
Non-Brokered Private Placement
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement of subscription receipts announced February 1, 2017, February 14, 2017 and February 27, 2017:
Number of Subscription Receipts: 31,709,586 subscription receipts
Purchase Price: $2.00 per subscription receipt
Conversion: Each subscription receipt entitles the holder to receive automatically, upon satisfaction of certain conditions, including closing of the transaction with Luna Gold, one common share and one common share purchase warrant
Warrants: 31,709,586 share purchase warrants to purchase 31,709,586 shares
Warrant Exercise Price: $3.00 until October 6, 2021
Number of Placees: 654 placees
Insider / Pro Group Participation:
Insider=Y /
Name ProGroup=P # of Shares
Greg Smith Y 15,000
Christian Milau Y 125,000
David Laing Y 50,000
James O'Rourke Y 100,000
Marcel de Groot Y 200,000
David Lowell Y 250,000
Scott Heffernan Y 10,000
Robert Pease Y 25,000
Rhylin Bailie Y 5,000
Catherine McLeod-Seltzer Y 130,000
Aggregate Pro Group Involvement P 335,000
[2 placees]
Agent's Fee: $390,000 payable to Haywood Securities Inc.
$390,000 payable to National Bank Financial Inc.
$100,000 payable to Cormark Securities Inc.
$30,000 payable to Clarus Securities Inc.
$30,000 payable to Eight Capital
$30,000 payable to Paradigm Capital Inc.
$30,000 payable to Raymond James Ltd.
Finder's Fee: $483,000 payable to Haywood Securities Inc.
$337,805 payable to Canaccord Genuity Corp.
$263,750 payable to Medalist Capital Ltd.
$250,000 payable to Trimark Trading
The Company issued news releases on March 2, 2017 and March 17, 2017 confirming closing of the private placement.
Company Contact: Greg Smith, President
Company Address: Suite 1400 - 400 Burrard Street,
Vancouver, BC, V6C 3A6
Company Phone Number: 604-628-1164
Company Fax Number: 604-688-0094
Company Email Address: info@jdlgold.com
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