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Silver Range Resources Ltd. — Capital/Financing Update 2022
Mar 29, 2022
46877_rns_2022-03-28_ac0dae31-7f54-4464-918f-d666dab27ab0.pdf
Capital/Financing Update
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Notice of Change in Corporate Structure Pursuant to Section 4.9 of National Instrument 51-102
ITEM 1 Names of the Parties to the Transaction:
1319741 BC Ltd. (“ 1319741 ”), 1344340 BC Ltd. (" 1344340 "), 1344341 BC Ltd. (" 1344341 "), 1344342 BC Ltd. (" 1344342 "), 1344343 BC Ltd. (" 1344343 "), 1344344 BC Ltd. (" 1344344 "), 1344345 BC Ltd. (" 1344345 "), and 1344346 BC Ltd. (" 1344346 ") (collectively, the “ Parties ”).
ITEM 2 Description of the Transaction
Pursuant to the terms and conditions set out in an arrangement agreement dated February 24, 2022 between the Parties (the “ Arrangement Agreement ”), the Parties completed a court approved statutory plan of arrangement (the “ Arrangement ”) under Part 9, Division 5 of the Business Corporations Act (British Columbia). As a result of the Arrangement, 1344340, 1344341, 1344342, 13443433, 1344344, 1344345, and 1344346 became reporting issuers in British Columbia and Alberta. Under the Arrangement:
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(a) The articles of 1319741 were amended to authorize 1319741 to issue an unlimited number of Common Shares (re-designated as “ Pre-Arrangement Common Shares ” in the amended articles), an unlimited number of New Common Shares (designated as “ Common Shares ” in the amended articles), an unlimited number of Class 1 Reorganization Shares (designated as “ Class 1 Reorganization Shares ” in the amended articles), an unlimited number of Class 2 Reorganization Shares (designated as “ Class 2 Reorganization Shares ” in the amended articles), an unlimited number of Class 3 Reorganization Shares (designated as “ Class 3 Reorganization Shares ” in the amended articles), an unlimited number of Class 4 Reorganization Shares (designated as “ Class 4 Reorganization Shares ” in the amended articles), an unlimited number of Class 5 Reorganization Shares (designated as “ Class 5 Reorganization Shares ” in the amended articles), an unlimited number of Class 6 Reorganization Shares (designated as “ Class 6 Reorganization Shares ” in the amended articles) and an unlimited number of Class 7 Reorganization Shares (designated as “ Class 7 Reorganization Shares ” in the amended articles). The special rights and restrictions of the Common Shares, Class 1 Reorganization Shares, Class 2 Reorganization Shares, Class 3 Reorganization Shares, Class 4 Reorganization Shares, Class 5 Reorganization Shares, Class 6 Reorganization Shares, Class 7 Reorganization Shares are set forth in Schedule "A" attached to the Plan of Arrangement.
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(b) all Class 1 Reorganization Shares were transferred to 1344340 in exchange for common shares of 1344340 as described in Exhibit 1 to the Arrangement Agreement;
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(c) all Class 2 Reorganization Shares were transferred to 1344341 in exchange for common shares of 1344341 as described in Exhibit 1 to the Arrangement Agreement;
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(d) all Class 3 Reorganization Shares were transferred to 1344342 in exchange for common shares of 1344342 as described in Exhibit 1 to the Arrangement Agreement;
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(e) all Class 4 Reorganization Shares were transferred to 1344343 in exchange for common shares of 1344343 as described in Exhibit 1 to the Arrangement Agreement;
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(f) all Class 5 Reorganization Shares were transferred to 1344344 in exchange for common shares of 1344344 as described in Exhibit 1 to the Arrangement Agreement;
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(g) all Class 6 Reorganization Shares were transferred to 1344345 in exchange for
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common shares of 1344345 as described in Exhibit 1 to the Arrangement Agreement;
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(h) all Class 7 Reorganization Shares were transferred to 1344346 in exchange for common shares of 1344346 as described in Exhibit 1 to the Arrangement Agreement;
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(i) 1319741 redeemed all of the Class 1 Reorganization Shares and satisfied the redemption amount of such shares by the transfer to 1344340 of $5,000 of working capital
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(j) 1319741 redeemed all of the Class 2 Reorganization Shares and satisfied the redemption amount of such shares by the transfer to 1344341 of $5,000 of working capital
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(k) 1319741 redeemed all of the Class 3 Reorganization Shares and satisfied the redemption amount of such shares by the transfer to 1344342 of $5,000 of working capital
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(l) 1319741 redeemed all of the Class 4 Reorganization Shares and satisfied the redemption amount of such shares by the transfer to 1344343 of $5,000 of working capital;
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(m) 1319741 redeemed all of the Class 5 Reorganization Shares and satisfied the redemption amount of such shares by the transfer to 1344344 of $5,000 of working capital
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(n) 1319741 redeemed all of the Class 6 Reorganization Shares and satisfied the redemption amount of such shares by the transfer to 1344345 of $5,000 of working capital
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(o) 1319741 redeemed all of the Class 7 Reorganization Shares and satisfied the redemption amount of such shares by the transfer to 1344346 of $5,000 of working capital; and
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(p) Each of the 1344340, 1344341, 1344342, 13443433, 1344344, 1344345, and 1344346 is now an unlisted reporting issuer in the provinces of British Columbia and Alberta. Shareholders of 1319741 continue to hold their interest in 1319741.
ITEM 3 Effective Date of the Transaction
March 28, 2022
ITEM 4 Names of each Party, if any, that ceased to be a Reporting Issuer subsequent to the Transaction and of each Continuing Entity
No party ceased to be a reporting issuer following completion of the Arrangement. As a result of the Arrangement, 11344340, 1344341, 1344342, 13443433, 1344344, 1344345, and 1344346 became reporting issuers in British Columbia and Alberta. 1319741 continues to be a reporting issuer in British Columbia and Alberta.
ITEM 5 Date of the Reporting Issuer’s First Financial Year- End Subsequent to the Transaction
The first financial year-end of 1344340, 1344341, 1344342, 13443433, 1344344, 1344345, and 1344346 subsequent to the completion of the Arrangement is December 31, 2022.
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ITEM 6 The Periods, including the comparative periods, if any, of the interim and annual financial statements required to be filed for the reporting issuer’s first financial year subsequent to the transaction
1344340’s first financial statements (audited) after becoming a reporting issuer will be for the period ended December 31, 2022. 1344340’s first interim financial statements after it becomes a reporting issuer will be for the three month interim period ended March 31, 2022, the six-month interim period ended June 30, 2022 and the nine-month interim period ended September 30, 2022.
1344341’s first financial statements (audited) after becoming a reporting issuer will be for the period ended December 31, 2022. 1344341’s first interim financial statements after it becomes a reporting issuer will be for the three month interim period ended March 31, 2022, the six-month interim period ended June 30, 2022 and the nine-month interim period ended September 30, 2022.
1344342’s first financial statements (audited) after becoming a reporting issuer will be for the period ended December 31, 2022. 1344342’s first interim financial statements after it becomes a reporting issuer will be for the three month interim period ended March 31, 2022, the six-month interim period ended June 30, 2022 and the nine-month interim period ended September 30, 2022.
1344343’s first financial statements (audited) after becoming a reporting issuer will be for the period ended December 31, 2022. 1344343’s first interim financial statements after it becomes a reporting issuer will be for the three month interim period ended March 31, 2022, the six-month interim period ended June 30, 2022 and the nine-month interim period ended September 30, 2022.
1344344’s first financial statements (audited) after becoming a reporting issuer will be for the period ended December 31, 2022. 1344344’s first interim financial statements after it becomes a reporting issuer will be for the three month interim period ended March 31, 2022, the six-month interim period ended June 30, 2022 and the nine-month interim period ended September 30, 2022.
1344345’s first financial statements (audited) after becoming a reporting issuer will be for the period ended December 31, 2022. 1344345’s first interim financial statements after it becomes a reporting issuer will be for the three month interim period ended March 31, 2022, the six-month interim period ended June 30, 2022 and the nine-month interim period ended September 30, 2022.
1344346’s first financial statements (audited) after becoming a reporting issuer will be for the period ended December 31, 2022. 1344346’s first interim financial statements after it becomes a reporting issuer will be for the three month interim period ended March 31, 2022, the six-month interim period ended June 30, 2022 and the nine-month interim period ended September 30, 2022.
ITEM 7 Documents Which Were Filed Under National Instrument 51-102 that Describe the Transaction and Where Those Documents Can Be Found in Electronic Format
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1319741’s Information Statement dated February 24, 2022
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Arrangement Agreement between dated February 24, 2022
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Final Order dated March 22, 2022
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1319741’s news release dated March 25, 2022
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1319741’s news release dated March 25, 2022
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1319741's news release dated March 28, 2022
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1319741's material change report dated March 28, 2022
Item 8 Date of Report
March 28, 2022
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