MANTRA CAPITAL INC. ("MTR")
[formerly Mantra Capital Inc. ("MTR.P")]
BULLETIN TYPE: Qualifying Transaction-Completed, New Symbol, Stock Split, Private Placement - Non-Brokered, Resume Trading
BULLETIN DATE: December 30, 2013
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing Mantra Capital Inc.'s (the "Company") Qualifying Transaction described in its Filing Statement dated December 18, 2013. As a result, at the opening on Tuesday, December 31, 2013, the trading symbol for the Company will change from MTR.P to MTR, and the Company will no longer be considered a Capital Pool Company. The Qualifying Transaction includes the following, all of which have been approved by the Exchange:
Option to acquire up to a 100% interest in the Honeymoon Property, British Columbia (the "Property"):
The Company entered into an Option Agreement (the "Agreement") dated August 29, 2013 with David Piggin (the "Vendor") under which the Vendor granted the Company an option to acquire a 100% interest in the Honeymoon Property, British Columbia, subject 0.5% net smelter royalty ("NSR").
The Company can earn a 100% interest in the Property by paying an aggregate total of $90,000 in cash and incurring no less than $765,000 in exploration expenditures on the Property over a 3 year period as follows:
1. cash of $10,000, one business day following the date of this Bulletin (the "Bulletin");
2. an additional cash payment of $15,000 on or before November 12, 2014 and incur $200,000 in exploration expenditures on or before July 31, 2014;
3. an additional cash payment of $35,000 on or before November 15, 2015 and incur $250,000 in exploration expenditures on or before July 31, 2015; and
4. an additional cash payment of $30,000 on or before November 12, 2016 and incur $315,000 in exploration expenditures on or before July 31, 2016.
Under the terms of the Option Agreement, and following exercise of the Option, the Company has agreed to grant the Vendor a 0.5% NSR with respect to the commercial production of all mineral products from the Property. On or at any time after the Company exercises the right to acquire a 100% interest in the Property, the Company may purchase the NSR at any time for $1,500,000.
The full particulars of the Company's Qualifying Transaction are set forth in the Filing Statement, which has been accepted for filing by the Exchange and which is available under the Company's profile on SEDAR.
Share split:
Pursuant to a Directors Resolution passed December 18, 2013, the Company's common shares will be split on a one (1) old for four (4) new basis. In accordance with the Company's constating documents, the share split does not require the approval of the Company's shareholders.
Post - Split
Capitalization: Unlimited shares with no par value of which
33,060,000 shares are issued and outstanding
Escrowed Shares: 20,550,000 shares subject to a CPC Escrow agreement or Value Escrow Agreement
2,400,000 stock options subject to a Value Escrow agreement
Transfer Agent: Computershare Investor Services Inc.
Trading Symbol: MTR (new)
CUSIP Number: 564641108
Common shareholders of record at the close of business December 27, 2013 will be mailed additional certificates. The certificates will be mailed on or about December 31, 2013. The push-out method will be used to effect the split.
Private Placement-Non-Brokered:
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced September 3, 2013 and amended November 26, 2013:
Number of Shares: 7,460,000 shares (post-split)
Purchase Price: $0.05 per share (post-split)
Number of Placees: 29 placees
Insider / Pro Group Participation:
Insider=Y /
Name ProGroup=P # of Shares
Raj Chowdhry Y 1,116,667
Ric Van Nieuwenhuyse Y 1,116,667
Steven Khan Y 1,116,666
Joseph Peikenbrock Y 1,000,000
Wylie Hui Y 150,000
0709037 B.C. Ltd P 100,000
Fadia Rahal P 100,000
Chris DeGroot P 100,000
Fareed Ahamed P 500,000
The Company is classified as a Tier 2 "Mineral Exploration and Development" company.
Resume Trading:
Effective at the opening, Tuesday, December 31, 2013, trading in the shares of the Company will resume on a post-split basis.
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