LITHOQUEST DIAMONDS INC. ("LDI") [formerly Consolidated Westview Resource Corp. ("CWS.H")] BULLETIN TYPE: Reverse Takeover-Completed, Name Change, Private Placement-Non-Brokered, Resume Trading BULLETIN DATE: November 28, 2017 TSX Venture Tier 2 Company
The common shares of the Company have been halted from trading since August 30, 2017, pending completion of a Reverse Take-Over ("RTO").
Reverse Takeover-Completed
The TSX Venture Exchange has accepted for filing the Company's Reverse Takeover ('RTO'), which includes the following transactions:
The RTO involves the Company's Acquisition of Lithoquest Diamonds Inc. Pursuant to the Acquisition, Lithoquest shareholders received 21,391,668 shares at a deemed price of $0.27 per share.
4,126,666 common shares issued to Principals pursuant to the RTO will be subject to a Tier 2 Value Security Escrow Agreement to be released over a 36-month period upon completion of the RTO. In accordance with the Exchange's Seed Share Resale Restrictions, 4,741,250 common shares issued to non-Principals pursuant to the RTO will be subject to a Tier 2 Value Security Escrow Agreement to be released over a 36-month period upon completion of the RTO.
Insider / Pro Group Participation:
Insider=Y / Name ProGroup=P # of Shares
Rosseau Fund (Warren Irwin) Y 5,100,000 Bruce Counts Y 3,750,000 Dwight Walker Y 200,000 Angela Austman Y 100,000 Steven Nicholls Y 26,666
Name Change
Pursuant to the Acquisition, the Company has changed its name as follows. There is no consolidation of capital.
Effective at the opening Wednesday, November 29, 2017, the common shares of Lithoquest Diamonds Inc. will resume trading on TSX Venture Exchange, and the common shares of Consolidated Westview Resource Corp. will be delisted.
Resume Trading
Effective at open of trading on Wednesday, November 29, 2017, PST, shares of the Company resumed trading, an announcement having been made.
Private Placement-Non-Brokered
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced August 31, 2017 and November 9, 2017:
Number of Shares: 18,977,272 shares
Purchase Price: $0.27 per share
Warrants: 9,488,636 share purchase warrants to purchase 9,488,636 shares
Warrant Exercise Price: $0.40 for a one year period
$0.40 in the second year
Number of Placees: 75 Placees
Insider / Pro Group Participation:
Insider=Y / Name ProGroup=P # of Shares San Jacopo Trading Inc. (John Tognetti) P 1,540,000 Rosseau Limited Partnership (Warren Irwin) Y 1,328,000 TRI Fund (Kyle McLean) P 500,000 Medalist Capital Ltd. Y 375,000 G10 Rosseau Special Situations Master Fund (Warren Irwin) Y 332,000 Eric Lazer P 225,000 G10 - Global Asset Management Ltd. (Warren Irwin) Y 200,000 Dean Lazer P 150,000 Ronald D'Ambrosia P 148,149 Doug Bell P 148,149 Peter Ross P 100,000 Phillip Chan P 74,075 William Smith P 70,000 Bruce Counts Y 50,000 Court Moore P 50,000
Aggregate Pro Group Involvement 3,005,373 (10 Placees)
Finder's Fee: Medalist Capital Ltd. receives $103,927 cash and 384,914 warrants, exercisable at $0.27 for 24 months.
Haywood Securities Inc. receives $32,400 cash.
For further information, please refer to the Company's Filing Statement dated November 15, 2017 and news release dated November 23, 2017, which is filed on SEDAR.
The Company is classified as a 'Diamond Mining' company.
Capitalization: Unlimited shares with no par value of which 45,911,963 shares are issued and outstanding
Escrow: 8,867,916 common shares Escrow Term: 3 year(s)
Transfer Agent: Computershare Investor Services Inc. Trading Symbol: LDI (new) CUSIP Number: 536873 10 2 (new)
Company Contact: Dwight Walker Chief Financial Officer & Corporate Secretary Company Address: #2600 - 1066 West Hastings Street Vancouver, BC V6E 3X1 Company Phone Number: (416) 567-2785 Company Email Address: Dwight.Walker@TargetFS.ca
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