Andrew Thomson Early Warning Press Release
Toronto, December 3, 2018 - Andrew Thomson (the "Acquiror") has today filed an early warning report (the "Early Warning Report") advising of his acquisition of common shares (the "Common Shares") of Palamina Corp. (the "Company").
The Acquiror purchased 2,500 Common Shares at a price of $0.35 per Common Share and 575 Common Shares at a price of $0.37 per Common Share for an aggregate 3,075 Common Shares of the Company for gross consideration of $1,087.75, increasing the Acquiror's overall ownership interest in the Company to 12% of the outstanding Common Shares (the "Acquired Shares").
As indicated in the Acquioror's prior early warning report dated February 28, 2018 the Acquiror beneficially owned, or exercised control or direction over, directly or indirectly, 2,419,444 Common Shares (including Common Shares underlying the options and warrants (the "Prior Options and Warrants")), representing 10.1% of the outstanding Common Shares on a partially-diluted basis, assuming exercise of the Prior Options and Warrants. Immediately before purchasing the Acquired Shares, the Acquiror beneficially owned, or exercised control or direction over, directly or indirectly: (a) 2,687,294 Common Shares; (b) options to purchase 700,000 Common Shares (the "Options"); and (c) warrants to purchase 196,667 Common Shares (the "Warrants"), representing an aggregate of 3,583,961 Common Shares owned, controlled or issuable, or 11.64% of the outstanding Common Shares immediately prior to the acquisition of the Acquired Shares, on a partially diluted basis, assuming the exercise of the Options and Warrants.
After purchasing the Acquired Shares, the Acquiror beneficially owned, or exercised control or direction over, directly or indirectly, 2,690,369 Common Shares, 700,000 Options and 196,667 Warrants, representing 12% of the outstanding Common Shares of the Company on an undiluted basis.
The Acquired Shares were purchased for investment purposes. The Acquiror may, from time to time, take such actions in respect of its holdings in securities of the Company as it may deem appropriate in light of the circumstances then existing, including (i) acquiring, exercising, converting, exchanging, selling or otherwise disposing of securities of the Company or securities exercisable for, or convertible or exchangeable into, securities of the Company, and (ii) developing plans or intentions or taking actions which relate to or would result in one or more of the transactions or matters referred to in paragraphs (a) through (k) of Item 5 of the Early Warning Report filed on SEDAR.
This news release is being issued as required by National Instrument 62-104 - Take-Over Bids and Issuer Bids and relates to the Company, whose head office is located at 145 King Street West, Suite 2870, Toronto, Ontario, M5H 1J8, and to the Acquiror. A copy of the Early Warning Report can be obtained at www.sedar.com under the Company's company profile, or by contacting Andrew Thomson at 145 King Street West, Suite 2870, Toronto, Ontario, M5H 1J8, telephone: (416) 204-7536.