CEYLON GRAPHITE CORP. ("CYL")
[formerly NWEST ENERGY CORP. ("NWN")]
BULLETIN TYPE: Reverse Takeover-Completed, Private Placement - Non-Brokered, Name Change
BULLETIN DATE: December 30, 2017
TSX Venture Tier 2 Company
TSX Venture Exchange Inc. (the "Exchange") has accepted for filing NWest Energy Corp's ("NWest") (now renamed Ceylon Graphite Corp. ("Ceylon")) Reverse Takeover (the "RTO") and related transactions, including the acquisition of all of the issued and outstanding shares of Plumbago Refining Corp. B.V. ("Plumbago"), all as principally described in NWest's filing statement dated December 22, 2016 (the "Filing Statement"). The RTO includes the following matters, all of which have been accepted by the Exchange.
1. Acquisition of all of the issued and outstanding shares of Plumbago:
Pursuant to a share exchange agreement dated June 17, 2016 between NWest, Plumbago, and the shareholders of Plumbago, NWest acquired all of the issued and outstanding shares of Plumbago. As consideration, NWest issued 34,673,977 common shares to the shareholders of Plumbago in exchange for the delivery to NWest of 10,241 of the 17,741 then issued and outstanding common shares of Plumbago held by the shareholders of Plumbago at an exchange ratio of 3,385.8 (the "Exchange Ratio") common shares of NWest for each such common share of Plumbago (34,673,977 common shares of NWest issued at a deemed issue price of $0.20 per common share in exchange for 10,241 common shares of Plumbago).
Additionally, the Company issued 25,393,500 special warrants (the "Special Warrants") to certain of the shareholders of Plumbago in exchange for the delivery to NWest of the remaining 7,500 issued and outstanding common shares of Plumbago held by such shareholders of Plumbago at the Exchange Ratio, pursuant to a special warrant agreement among the Company and such shareholders.
Plumbago holds as its principal asset 21 grid units (exploration licenses) around the Pasyala-Attanagalla-Urapola areas in Gampaha and Kegalle Districts, and 22 grid units in the Mirigama-Botale areas of the Gampaha District of Sri Lanka.
The Exchange has been advised that the RTO has received shareholder approval and has been completed. For additional information refer to the Filing Statement available under NWest's profile on SEDAR.
2. Private Placement - Non-Brokered
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced June 20, 2016 and October 24, 2016:
Number of Shares: 14,845,000 shares
Purchase Price: $0.20 per share
Warrants: 14,845,000 share purchase warrants to purchase 14,845,000 shares
Warrant Exercise Price: $0.30 for a two year period, with an acceleration clause
Number of Placees: 54 Placees
Insider / Pro Group Participation:
Insider=Y /
Name ProGroup=P # of Shares
Aggregate Pro Group Involvement P 500,000
[1 placee]
Finder's Fee: BMO Nesbitt Burns Inc. $88,000 cash and 444,000 warrants payable.
CIBC Wood Gundy $54,800 cash and 274,000 warrants payable.
Haywood Securities Inc. $1,200 cash and 6,000 warrants payable.
PI Financial Corp. $12,800 cash and 64,000 warrants payable.
- Each warrant is exercisable into one common share at $0.30 for two years from closing.
Pursuant to Corporate Finance Policy 4.1, Section 1.11(d), NWest must issue a news release announcing the closing of the private placement and setting out the expiry dates of the hold period(s). NWest must also issue a news release if the private placement does not close promptly.
3. Name Change:
Pursuant to a resolution passed by shareholders September 26, 2016, NWest has changed its name to Ceylon Graphite Corp. There is no consolidation of capital.
Effective at the opening Tuesday, January 3, 2017, the common shares of Ceylon Graphite Corp. will commence trading on TSX Venture Exchange Inc. and the common shares of NWest Energy Corp. will be delisted. The Company is classified as a 'Mineral Exploration' company.
Capitalization: Unlimited shares with no par value of which
51,544,447 shares are issued and outstanding
Escrow: 25,393,500 shares, 25,393,500 special warrants, 507,870 stock options and 704,246 warrants are subject to a 36 month staged escrow release
11,904 shares are subject to an 18 month staged escrow release
Transfer Agent: Computershare Investor Services Inc.
Trading Symbol: CYL (NEW)
CUSIP Number: 15722J 10 3 (NEW)
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