MARGARET LAKE DIAMONDS INC. ("DIA")
BULLETIN TYPE: Qualifying Transaction-Completed, Property-Asset or Share Purchase Agreement, Private Placement-Brokered, Resume Trading
BULLETIN DATE: April 22, 2014
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing Margaret Lake Diamonds Inc.'s (the 'Company') Qualifying Transaction described in its Filing Statement dated April 16, 2014. The Qualifying Transaction includes the following:
Property Purchase Agreement:
The Company entered into an Assignment Agreement dated March 14, 2014 between the Company and Harsbo Minerals Ltd. ('Harsbo') whereby the Company has been assigned Harsbo's interest in and to an option agreement dated December 23, 2013 (the 'Option Agreement') between Harsbo and Margaret Lake Diamonds Ltd. ('Margaret Lake Diamonds' or 'MLD'). Under the terms of the Option Agreement, Harsbo was granted the sole and exclusive option to acquire up to a 70% undivided interest in nineteen (19) mineral claims located in the Northwest Territories, Canada, known as the Margaret Lake Diamond Property (the 'Property').
The Company can earn a 60% interest in the Property (the 'First Option') by:
* Paying $102,312.42 in assessment fees to the Receiver General of Canada (Paid)
* Incurring $1,000,000 in exploration expenditures by October 14, 2014
Upon exercising the First Option, the Company can acquire an additional 10% (the 'Second Option') by:
* Incur an additional $1,000,000 in exploration expenditures by October 13, 2015
After the Company has exercised the Second Option to acquire 70%, MLD has the right and option to sell its undivided 30% right, title and interest in and to the Property to the Company in consideration of the issuance of common shares in the capital the Company having a value of $3,000,000 subject to a $0.10 minimum price per share.
The Company has issued a Finder's Fee of 500,000 shares in conjunction with the Assignment Agreement.
The Company is classified as an "Exploration and Mining" company.
Capitalization: Unlimited shares with no par value of which
20,889,009 shares are issued and outstanding
Escrow: 1,275,000 shares subject to a 36-month staged release escrow under the CPC Escrow Agreement; and
6,000,000 under a Value Escrow
Symbol: DIA (UNCHANGED)
Insider / Pro Group Participation:
Insider=Y /
Name ProGroup=P # of Shares
Harsbo Minerals Ltd. Y 6,000,000
Private Placement-Brokered:
TSX Venture Exchange has accepted for filing documentation with respect to a partially Brokered and partially Non-Brokered Private Placement announced March 18, 2014 and revised April 16, 2014:
Number of Shares: 9,000,000 non-flow-through Units; each unit comprising one common share and one half share purchase warrant
3,000,000 flow-through shares
Purchase Price: $0.10 per non-flow-through share
$0.10 per flow-through share
Warrants: 4,500,000 share purchase warrants (as part of the non-flow-through Units)
Warrant Exercise Price: $0.25 for a two year period
Number of Placees: 88 placees
Insider / Pro Group Participation:
Insider=Y /
Name ProGroup=P # of Shares
Varshney Capital Corp. Y 300,000
(Beneficially owned by Hari Varshney, Peeyush Varshney and Anuja Varshney)
Hari Varshney Y 50,000
Darryl Sittler Y 300,000
Paul Brockington Y 1,000,000
Thomas Hasek Y 250,000
Mark Thompson Y 1,000,000
Aggregate Pro Group Involvement P 2,645,000
[10 placees]
Agent's Fee: Jordan Capital Markets Inc. (the 'Agent') received an Agent's Fee of $59,840 cash and 848,000 non-transferable Agent's Options. Each Agent's Option allows the Agent to purchase non-flow-through units (the 'Agent's Units') at a price of $0.10 per Agent's Unit for two years from closing date. The Agent's Units will entitle the Agent to one common share and one-half warrant. Each whole warrant entitles the Agent to purchase one additional common share at a price of $0.25 for a two year period. There is also a Corporate Finance fee of 100,000 shares issuable to the Agent.
Pursuant to Corporate Finance Policy 4.1, Section 1.11(d), the Company must issue a news release announcing the closing of the private placement and setting out the expiry dates of the hold period(s). The Company must also issue a news release if the private placement does not close promptly. Note that in certain circumstances the Exchange may later extend the expiry date of the warrants, if they are less than the maximum permitted term.]
Loan Agreement:
TSX Venture Exchange has accepted for filing documentation with respect to a Loan Agreement dated February 18, 2014 between Harsbo and Paul Brockington for $204,000 (the 'Loan') which Loan Agreement was assigned by Harsbro to the Company under an Assignment and Amendment Agreement dated March 26, 2014 (the 'Agreement'). The Loan and any outstanding interest thereon is convertible into Loan Units at a price of $0.10 per Loan Unit at any time following the Closing Date pursuant to the execution of the Agreement. Each Loan Unit comprises one common share and one half-warrant.
Convertible Debenture $204,000
Conversion Price: $0.10
Maturity date: April 24, 2015
Warrants Each-warrant will have a term of two years from the date of issuance of the notes and entitle the holder to purchase one common share. The warrants are exercisable at the price of $0.25 in the first year of exercise and at $0.25 in the second year of exercise.
Interest rate: 9% per annum
Number of Placees: 1 placee
Resume Trading:
Effective at open of trading, Wednesday. April 23, 2014, the shares of the Company will resume trading, the Qualifying Transaction having been completed.
Company Contact: Paul Brockington
Company Address: Suite 2050 - 1055 West Georgia Street
Vancouver, BC V6E 3P3
Company Phone Number: 604 684-2181
Company Fax Number: 604 682-4768
Company Email Address: Margaretlakediamonds@gmail.com
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