Sheltered Oak 12.87-million-FT-and-NFT-share financing

2009-02-11 16:45 ET - Private Placement

The TSX Venture Exchange has accepted for filing documentation with respect to a non-brokered private placement announced Dec. 10, 2008.

Shares: eight million non-flow-through shares and 4,875,000 flow-through shares

Purchase price: 8.5 cents per non-flow-through share and 10 cents per flow-through share

Warrants: 6,437,499 share purchase warrants to purchase 6,437,499 shares

Warrant exercise price: 3,999,999 warrants at $0.12 and 2,437,500 warrants at 14 cents for a one-year period and 3,999,999 warrants at 16 cents and 2,437,500 warrants at 18 cents in the second year. In the event that the shares of the company close above 20 cents for a period of 20 consecutive trading days at any time after four months and one day from closing, the company may, upon notice to the warrantholders, shorten the exercise period of the warrants to 30 days from the date of notice.

Hidden placees: eight

Insiders: David S. Kertland 588,200 NFT; Jonathon Elkin 246,253 NFT; Richbert Agencies SA (J.J. and Barbara Elkin) 5.5 million NFT

Pro groups: Ron W. Cairns 117,647 NFT; Kenneth Eisen 23,500 NFT; Paul Jelec 100,000 FT

Finders' fees: $24,000 cash and 240,000 compensation options exercisable at 10 cents for two years payable to Limited Market Dealer Inc.; $58,965.82 cash and 112,000 compensation options exercisable at 10 cents for two years and 561,952 compensation options exercisable at 8.5 cents for two years payable to Deacon & Company Capital Markets Inc.; $2,634.32 cash and 30,992 compensation options exercisable at 8.5 cents for two years payable to Canaccord Capital Corp.; and $800 cash and 8,000 compensation options exercisable at 10 cents for two years payable to Altus Securities Inc.