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Walker Lane Resources Ltd. — Major Shareholding Notification 2022
Jan 19, 2022
43374_rns_2022-01-19_cea227b7-92f1-463c-842c-d552ea2cceb5.pdf
Major Shareholding Notification
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FORM 51-102F3
MATERIAL CHANGE REPORT
1. Name and Address of Corporation
Meryllion Resources Corporation (“ Meryllion ” or the “ Corporation ”)
800 – 885 West Georgia Street Vancouver, British Columbia V6C 3H1
2. Date of Material Change
January 17, 2022.
3. News Release
The news release with respect to the material change referred to in this report was issued by the Corporation through Newsfile Corp. on January 17, 2022.
4. Summary of Material Change
Meryllion announces shares-for-debt transaction.
5. Full Description of Material Change
5.1 Full Description of Material Change
Meryllion announced that it has completed a shares-for-debt transaction pursuant to which the Corporation issued a total of 900,000 common shares at a deemed issue price of $0.07 per share in settlement of $63,000 of outstanding management fees owing to two of the Corporation’s officers and directors.
The issuance of shares to each of the officers and directors constitutes a relatedparty transaction within the meaning of Multi-Lateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions (“ MI 61-101 ”).
The issuances to the insiders are exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 pursuant to Sections 5.5(a) and 5.7(1)(a) of MI 61-101 as neither the fair market value of the subject matter of, nor the fair market value of the consideration for, the transaction, insofar as it involves interested parties, exceeds 25% of the Corporation’s market capitalization.
The Corporation did not file a material change report more than 21 days before the expected closing of the shares-for-debt transaction because the details of the participation therein by related parties to the Corporation were not settled until shortly prior to the closing and the Corporation wished to close on an expedited basis for business reasons.
All shares issued pursuant to the shares-for-debt transaction are subject to a hold period of four months and one day from the date of issuance.
In connection with the shares-for-debt transaction, each of Jeremy Edelman and David Steinepreis acquired ownership, control or direction over 450,000 common shares of the Corporation, thus requiring disclosure pursuant to the early warning requirements of applicable securities regulation.
Immediately prior to the transaction, each of Mr. Edelman and Mr. Steinepreis had ownership of, or exercised control or direction over, 3,088,076 common shares of the Corporation and stock options to acquire an additional 950,000 common shares. Immediately following the transaction, each of Mr. Edelman and Mr. Steinepreis has ownership of, or exercised control or direction over 3,538,076 common shares of the Corporation and stock options to acquire an additional 950,000 common shares.
Following the transaction, each of Mr. Edelman’s and Mr. Steinepreis’ respective common share ownership (direct and indirect) in the Corporation increased from approximately 14.82% to 16.27%, since the effective date of their last early warning reports (March 17, 2021) and after taking into account subsequent issuances of common shares by the Corporation since said last reports.
If Mr. Edelman and Mr. Steinepreis were to exercise all of their stock options, each of their respective common share ownership would increase to approximately 19.78% (on a partially diluted basis), since the effective date of their last early warning reports and after taking into account subsequent issuances of common shares by the Corporation.
All common shares of the Corporation held or controlled by Mr. Edelman and Mr. Steinepreis are held for investment purposes. In the future, Mr. Edelman and/or Mr. Steinepreis (directly or indirectly), may acquire and/or dispose of common shares through the market, privately or otherwise, as circumstances or market conditions may warrant.
Early warning reports have been filed by Mr. Edelman and Mr. Steinepreis in accordance with applicable securities laws and will be available on the Corporation’s issuer profile on SEDAR at www.sedar.com. The registered office of the Corporation is at 800 - 885 West Georgia Street Vancouver, British Columbia, V6C 3H1.
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5.2 Disclosure for Restructuring Transactions
Not applicable.
6. Reliance on Subsection 7.1(2) or (3) of Regulation 51-102
Not applicable.
7. Omitted Information
None.
8. Executive Officer
For further information, please contact:
Michael Kozub Corporate Secretary (514) 375-7054
9. Date of Report
January 19, 2022.
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