Poplar Creek Resources Inc. Announces Closing of Private Placements and Conversion of Debts and Acquisition of Shares – Early Warning

CALGARY, AB / ACCESSWIRE /  March 31, 2020 / Poplar Creek Resources Inc. (the “Corporation“) announces:

  1. the closing of a private placement of an aggregate of 3,150,000 Common Shares at a price of $0.005 per Common Share for proceeds of $15,750 (the “$0.005 Private Placement”);
  2. the closing of a private placement of 1,959,249 Common Shares at a price of $0.0246 per Common Share for proceeds of $48,278 (the “$0.0246 Private Placement”); and
  3. pursuant to a conversion of debt, the Corporation issued of an aggregate of 7,646,243 Common Shares at a conversion price of $0.07 per Common Share in full payment of debt of $535,237 (the “Conversion of Debt”).

Pursuant to National Instrument 62-104, the following acquirors (the “Acquirors”) announce their respective acquisitions of Common Shares of the Corporation:

  • Richard Edgar (a) acquired pursuant to the $0.005 Private Placement, beneficial ownership and control of 630,000 Common Shares, which together with 78,333 Common Shares of the Corporation previously owned, he held a total of 708,333 Common Shares of the Corporation representing approximately 11.53% of the then issued and outstanding Common Shares of the Corporation; (b) acquired pursuant to the Conversion of Debt, beneficial, beneficial ownership and control of 895,000 Common Shares; and (c) acquired indirectly (through Four Winds Resources Inc., a corporation owned and controlled by Richard Edgar) pursuant to the Conversion of Debt, 434,114 Common Shares of the Corporation. As a result of the above transactions, Richard Edgar now beneficially owns and controls a total of 2,037,582 Common Shares of the Corporation representing approximately 12.94% of the issued and outstanding Common Shares of the Corporation. The 630,000 Common Shares were acquired pursuant to Section 2.5 of National Instrument 45-106 Prospectus Exemptions (“NI 45-106”) and the 895,000 Common Shares plus the 434,114 Common Shares were acquired pursuant to Section 2.14 of NI 45-106.
  • Terrance Falkenberg (a) acquired pursuant to the $0.005 Private Placement, beneficial ownership and control of 630,000 Common Shares, which together with 100,000 Common Shares of the Corporation previously owned, he held a total of 730,000 Common Shares of the Corporation representing approximately 11.88% of the then issued and outstanding Common Shares of the Corporation; and (b) acquired pursuant to the Conversion of Debt, beneficial ownership and control of 1,329,249 Common Shares of the Corporation. As a result of the above transactions, Terrance Falkenberg now beneficially owns and controls a total of 2,059,249 Common Shares of the Corporation representing approximately 13.07% of the issued and outstanding Common Shares of the Corporation. The 630,000 Common Shares were acquired pursuant to Section 2.3 of NI 45-106; and the 1,329,249 Common Shares were acquired pursuant to Section 2.14 of NI 45-106.
  • Ivan A. Markiw (a) acquired pursuant to the $0.005 Private Placement, beneficial ownership and control of 630,000 Common Shares, which together with 16,667 Common Shares of the Corporation previously owned, he held a total of 646,667 Common Shares of the Corporation representing approximately 10.52% of the then issued and outstanding Common Shares of the Corporation; and (b) acquired pursuant to the Conversion of Debt, beneficial ownership and control of 1,329,249 Common Shares of the Corporation, which increased his percentage ownership by 2.03%. As a result of the above transactions, Ivan A. Markiw now beneficially owns and controls a total of 1,975,916 Common Shares of the Corporation representing approximately 12.55% of the issued and outstanding Common Shares of the Corporation. The 630,000 Common Shares were acquired pursuant to Section 2.3 of NI 45-106; and the 1,329,249 Common Shares were acquired by Mr. Markiw pursuant to Section 2.14 of NI 45-106.
  • Wayne Gilbert Hegel (a) acquired pursuant to the $0.005 Private Placement, beneficial ownership and control of 630,000 Common Shares, representing 10.25% of the then issued and outstanding Common Shares; and (b) acquired pursuant to the Conversion of Debt, beneficial ownership and control of 1,329,249 Common Shares which increased his percentage ownership by 2.19%. As a result of the above transactions, Wayne Gilbert Hegel now beneficially owns and controls a total of 1,959,249 Common Shares representing approximately 12.44% of the issued and outstanding Common Shares of the Corporation. The 630,000 Common Shares were acquired pursuant to Section 2.5 of NI 45-106; and the 1,329,249 Common Shares were acquired by Mr. Hegel pursuant to Section 2.14 of NI 45-106.
  • Peter Nicholas Elliott (a) acquired pursuant to the $0.005 Private Placement, beneficial ownership and control of 630,000 Common Shares, which together with 33,333 Common Shares of the Corporation previously owned, he held a total of 663,333 Common Shares of the Corporation representing approximately 10.80% of the then issued and outstanding Common Shares of the Corporation; and (b) acquired pursuant to the Conversion of Debt, beneficial ownership and control of 1,329,249 Common Shares. As a result of the above transactions, Peter Nicholas Elliott now beneficially owns and controls a total of 1,992,582 Common Shares representing approximately 12.65% of the issued and outstanding Common Shares of the Corporation. The 630,000 Common Shares were acquired by Mr. Elliott pursuant to Section 2.5 of NI 45-106; and the 1,329,249 Common Shares were acquired by Mr. Elliott pursuant to Section 2.14 of NI 45-106.
  • 869563 Alberta Ltd., owned and controlled by Steve Meszaros, a director of the Corporation, acquired pursuant to the $0.0246 Private Placement, beneficial ownership and control of 1,959,249 Common Shares As a result of the above transaction, 869563 Alberta Ltd now beneficially owns and controls 1,959,249 Common Shares representing approximately 12.44% of the issued and outstanding Common Shares of the Corporation. The 1,959,249 Common Shares were acquired pursuant to Section 2.5 of NI 45-106.

Messrs Edgar, Elliott, Hegel, Falkenberg and Markiw and 869563 Alberta Ltd. may, from time to time, acquire additional securities of the Corporation or dispose of all or a portion of the securities of the Corporation.

Early Warning Reports for each of Richard Edgar, Peter Nicholas Elliott, Wayne Gilbert Hegel, Terrance Falkenberg, Ivan A. Markiw and 869563 Alberta Ltd. will be filed on the System for Electronic Document Analysis and Review “SEDAR”) under the Corporation’s profile and can be viewed at www.sedar.com.

The participation by Messrs Edgar, Hegel and Elliott (who are directors of the Corporation) in the $0.005 Private Placement and the Conversion of Debt, the participation by Four Winds Resources Inc. (which is owned and controlled by Richard Edgar) in the Conversion of Debt, and the participation by 869563 Alberta Ltd. (which is owned and controlled by Steve Meszaros, a director of the Corporation) in the $0.0246 Private Placement, each constitute a “related party transaction” within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Corporation is relying upon the exemption from the formal valuation requirement pursuant to Section 5.5 (b) of MI 61-101 on the basis that the Corporation is not listed on a specified stock exchange. The Corporation is relying upon the exemption from the minority shareholder approval requirement pursuant to Section 5.7(1)(b) of MI 61-101 in relation to the $0.005 Private Placement and the $0.0246 Private Placement on the basis that the cash amounts are under $2,500,000 and the independent director or independent directors, as the case may be, have approved each respective transaction. The Corporation is relying upon the exemption from the minority shareholder approval requirement pursuant to Section 5.7(1)(e) in relation to the Conversion of Debt on the basis that the directors and the independent director have determined that the Corporation is insolvent or in serious financial difficulty and the Conversion of Debt will improve the financial position of the Corporation.

The Common Shares issued pursuant to the $0.005 Private Placement, the $0.0246 Private Placement and the Conversion of Debt are subject to a four month hold period ending July 27, 2020, July 28, 2020, and July 31, 2020, respectively.

For further information contact;

Poplar Creek Resources Inc.
Attention: Richard Edgar
Chief Executive Officer
Phone: (403) 616-5387
E-mail: redgarex@gmail.com

And with respect to the Acquirors
Richard Edgar Peter Nicholas Elliott
Phone: (403) 616-5387 Phone: (403) 651-4783
E-mail: redgarewx@gmail.com E-mail: pnickelliott@hotmail.com

Wayne Gilbert Hegel Terrance Falkenberg
Phone: (403) 650-2425 Phone: (403) 700-2901
E-mail: hegel@telus.net E-mail: terry.falkenburg@stephenavenue.com

Ivan A. Markiw 869563 Alberta Ltd.
Phone: (403) 278-7926 Attention: Steve Meszaros
E-mail: markiw2@shaw.ca Phone: (403) 634-2287
E-mail: Meszaros.steve@outlook.com

SOURCE: Poplar Creek Resources Inc.

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