Early Warning Press Release | Financial Post


TORONTO, July 24, 2020 (GLOBE NEWSWIRE) — Northfield Capital Corporation (the “Acquiror”) announces that, based on information contained in documents publicly filed by Gatling Exploration Inc. (the “Issuer”), the Acquiror’s beneficial ownership of, or control or direction over, common shares in the capital of the Issuer (each a “Common Share”) has decreased below 10% of the issued and outstanding Common Shares on a partially-diluted basis. Accordingly, following the filing of the Early Warning Report (as defined below) the Acquiror will no longer file early warning or insider reports in respect of the Acquiror’s ownership of the Issuer’s securities, except as may be required by applicable law. As announced in a press release issued by the Issuer dated July 21, 2020, the Issuer issued 14,350,000 Common Shares in connection with a private placement which closed on that date (the “Transaction”). The Acquiror was not a party to the Transaction and did not acquire or dispose of any securities of the Issuer in connection with the Transaction.

Immediately before the transaction described above, the Acquirer held an aggregate of 5,274,857 common shares of the Issuer, representing approximately 11.1% of the issued and outstanding common shares of the Issuer.  Upon completion of the transaction described above, the Acquiror owns and controls an aggregate of 5,274,857 common shares of the Issuer (the “OwnedShares”), representing approximately 8.5% of the issued and outstanding common shares of the Issuer as of July 21, 2020 immediately following the transaction described above. 

Immediately before the transaction described above, the Acquirer and its joint actor (Robert Cudney) held an aggregate of 5,399,857 common shares of the Issuer.  Of these totals, 5,274,857 common shares were held by the Acquirer directly, and 125,000 common shares were held by its joint actor, representing approximately 11.3% of the issued and outstanding common shares of the Issuer.  Upon completion of the transaction described above, the Acquiror, together with its joint actor, own and control an aggregate of 5,399,857 common shares of the Issuer (of which the 5,274,857 Owned Shares are owned by the Acquiror directly and 125,000 common shares are owned by its joint actor), representing approximately 8.7% of the issued and outstanding common shares of the Issuer as of July 21, 2020 immediately following the transaction described above.

The Acquiror and its joint actor hold the securities of the Issuer for investment purposes and may, from time to time, take such actions in respect of its holdings in securities of the Issuer 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 Issuer, or securities exercisable for, or convertible or exchangeable into, securities of the Issuer, 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 the Early Warning Report (as defined below).

The Acquiror’s head office is located at Suite 301 – 141 Adelaide St. W., Toronto, ON, M5H 3L5.

This press release is issued pursuant to National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, which also requires a report to be filed with regulatory authorities in each of the jurisdictions in which the Issuer is a reporting issuer containing information with respect to the foregoing matters (the “Early Warning Report”). A copy of the Early Warning Report will appear with the Issuer’s filings on the System for Electronic Document Analysis and Retrieval (SEDAR) and may be obtained upon request from Michael G. Leskovec, Chief Financial Officer, Northfield Capital Corporation, tel. 1 (647) 794-4360. The Issuer’s head office address is located at Suite 1680 – 200 Burrard St., Vancouver, BC, V6C 3L6,

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