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100% interest in Kerrs gold property; Phase 5 drill program in Q2 2010; NI 43-101 resource estimate Q3 2010; along strike EXS-v recent high-grade (16.6 g/t Au over 12m) discovery

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Message: Early Warning Reports...

Early Warning Reports...

posted on Sep 30, 2009 08:53AM

Thses two shareholders... Richbert Agencies S.A. (i.e. JJ Elkin, OAK-v President) and James Jason Todd... now own 52.5% of OAK-v on a fully-diluted basis.

red911

REPORT UNDER
NATIONAL INSTRUMENT 62-103
FOR THE ACQUISITION OF SECURITIES OF
SHELTERED OAK RESOURCES CORP.

1. Name and Address of the Offeror:
Richbert Agencies S.A. (the “Offeror”)
1 St. James Crescent
4 St. James Village
Fiatts FL04 Bermuda

2. Designation and number or principal amount of securities and the offeror’s
securityholding percentage in the class of securities of which the offeror acquired
ownership or control:
On September 21, 2009, through a private placement of units (“Units”) and flow-through
units (“FT Units”) of Sheltered Oak Resources Corp. (the “Issuer”), the Offeror acquired
ownership of 2,250,000 common shares of the Issuer (“Common Shares”) and acquired
ownership of 2,250,000 Common Share purchase warrants (“Warrants”). The Offeror
had previously held 5,500,000 Common Shares of the Issuer and 2,750,000 Warrants.
The acquired Common Shares represent 4.8% of the issued and outstanding Common
Shares and assuming the exercise of the 2,250,000 Warrants, the acquired securities
would represent 9.1% of the issued and outstanding Common Shares.
Each Unit was comprised of one Common Share and one Warrant. Each whole Warrant
entitles its holder to acquire a Common Share at an exercise price of $0.10 per share for a period of 12 months from the date of issuance and at an exercise price of $0.12 per share for a period of 24 months from the date of issuance.

3. Designation and number or principal amount of securities and the offeror’s
securityholding percentage in the class of securities immediately after the
transaction:
The Offeror had previously held 5,500,000 Common Shares of the Issuer and 2,750,000
Warrants. The Offeror therefore owns 16.4% of the issued and outstanding Common
Shares
.

In addition, Jacob Joseph (JJ) Elkin may be considered to be acting jointly or in concert
with the Offeror. Mr. Elkin is a director and officer of the Issuer and owns 489,831
incentive stock option of the Issuer. Assuming the exercise of the Offeror’s 5,000,000 Warrants and the exercise of Mr. Elkin’s 489,831 incentive stock options, the Offeror and Mr. Elkin would own in the aggregate 13,239,831 Common Shares representing 25.1% of the then issued and outstanding Common Shares.

4. Designation and number or principal amount of securities and percentage of
outstanding securities of that class over which:
(a) the offeror, either alone or together with joint actors, has ownership and
control:
7,750,000 Common Shares
5,000,000 Warrants
489,831 Stock Options
(b) the offeror, either alone or together with joint actors, has ownership but
control is held by other persons or companies other than the offeror or any
joint actor:
N/A
(c) the offeror, either alone or together with joint actors, has exclusive or shared
control but does not have ownership:
N/A

5. Name of the market in which the transaction took place:
The 2,250,000 Units were issued from treasury pursuant to a private placement. Each
Unit was issued for $0.095 per Unit for aggregate consideration of $213,750.

6. Purpose of the offeror and any joint actors in effecting the transaction, including
any future intention to acquire ownership of, or control over, additional securities of
the reporting issuer:
The Units were acquired by the Offeror for investment purposes. Depending on market
and other conditions, the Offeror may, directly or indirectly, acquire ownership or control
over additional Common Shares, through market transactions, private agreements or
otherwise, in accordance with applicable securities legislation. Depending on market and
other conditions, the Offeror may sell any of its Common Shares.

7. General nature and material terms of any agreement, other than lending
arrangements, with respect to the securities entered into by the offeror or any joint
actor, and the issuer of the securities or any other entity in connection with the
transaction, including agreements with respect to the acquisition, holding,
disposition or voting of any of the securities:
The Offeror entered into a subscription agreement with the Issuer setting out the price
and number of securities subscribed for.

8. Names of joint actors in connection with the disclosure made herein:
See 3 above.

9. Nature and value of the consideration paid by the offeror:
See 5 above.

10. Changes in any material fact set out in a previous report:
See 2 and 3 above.

11. Exemption Relied Upon
The Offeror relied upon the “accredited investor” exemption as set out in National
Instrument 45-106 – Prospectus and Registration Exemptions.

DATED this 21st day of September, 2009.

Richbert Agencies S.A.
“Danielle Elkin”
Name: Danielle Elkin
Title: Director

REPORT UNDER
NATIONAL INSTRUMENT 62-103
FOR THE ACQUISITION OF SECURITIES OF
SHELTERED OAK RESOURCES CORP.

1. Name and Address of the Offeror:
James Jason Todd (the “Offeror”)
10 Brown Estates Road
Hamilton Parish
Bermuda CR01

2. Designation and number or principal amount of securities and the offeror’s
securityholding percentage in the class of securities of which the offeror acquired
ownership or control:
On September 21, 2009, through a private placement of units (“Units”) and flow-through
units (“FT Units”) of Sheltered Oak Resources Corp. (the “Issuer”), the Offeror acquired
ownership of 7,500,000 common shares of the Issuer (“Common Shares”), being 15.9%
of the issued and outstanding Common Shares
and acquired ownership of 7,500,000
Common Share purchase warrants (“Warrants”). Assuming the exercise of the
7,500,000 Warrants, the Offeror would own 27.44% of the issued and outstanding
Common Shares.
Each Unit was comprised of one Common Share and one Warrant. Each whole Warrant
entitles its holder to acquire a Common Share at an exercise price of $0.10 per share for a period of 12 months from the date of issuance and at an exercise price of $0.12 per share for a period of 24 months from the date of issuance.

3. Designation and number or principal amount of securities and the offeror’s
securityholding percentage in the class of securities immediately after the
transaction:
Immediately after the transaction, the Offeror owned 7,500,000 Common Shares
representing 15.9% of the issued and outstanding Common Shares.
Assuming the exercise of the 7,500,000 Warrants, the Offeror would own 27.44% of the issued and outstanding Common Shares.

4. Designation and number or principal amount of securities and percentage of
outstanding securities of that class over which:
(a) the offeror, either alone or together with joint actors, has ownership and
control:
7,500,000 Common Shares
7,500,000 Warrants
(b) the offeror, either alone or together with joint actors, has ownership but
control is held by other persons or companies other than the offeror or any
joint actor:
N/A
(c) the offeror, either alone or together with joint actors, has exclusive or shared
control but does not have ownership:
N/A

5. Name of the market in which the transaction took place:
The 7,500,000 Units were issued from treasury pursuant to a private placement. Each
Unit was issued for $0.095 per Unit for aggregate consideration of $712,500.

6. Purpose of the offeror and any joint actors in effecting the transaction, including
any future intention to acquire ownership of, or control over, additional securities of
the reporting issuer:
The Units were acquired by the Offeror for investment purposes. Depending on market
and other conditions, the Offeror may, directly or indirectly, acquire ownership or control
over additional Common Shares, through market transactions, private agreements or
otherwise, in accordance with applicable securities legislation. Depending on market and
other conditions, the Offeror may sell any of its Common Shares.

7. General nature and material terms of any agreement, other than lending
arrangements, with respect to the securities entered into by the offeror or any joint
actor, and the issuer of the securities or any other entity in connection with the
transaction, including agreements with respect to the acquisition, holding,
disposition or voting of any of the securities:
The Offeror entered into a subscription agreement with the Issuer setting out the price
and number of securities subscribed for.

8. Names of joint actors in connection with the disclosure made herein:
N/A

9. Nature and value of the consideration paid by the offeror:
See 5 above.

10. Changes in any material fact set out in a previous report:
No previous report filed.

11. Exemption Relied Upon
The Offeror relied upon the “accredited investor” exemption as set out in National
Instrument 45-106 – Prospectus and Registration Exemptions.

DATED this 21st day of September, 2009.
“James Jason Todd”
James Jason Todd

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