W. Brett Wilson Updates Early Warning Reporting in Respect of Maxim Power Corp.
23 Avril 2020 - 4:32AM
Pursuant to the early warning requirements of applicable Canadian
securities laws, W. Brett Wilson announces that he has acquired
ownership and control of an aggregate of 1,000,000 common shares
("
Maxim Shares") of Maxim Power Corp.
("
Maxim"), representing approximately 2.0% of the
issued and outstanding Maxim Shares (based on 50,073,525 Maxim
Shares issued and outstanding), at a price of $1.85 per Maxim Share
for a total cash purchase price of $1,850,000. Mr. Wilson acquired
the Maxim Shares from one (1) third party (the
"
Seller") on April 22, 2020 pursuant to a purchase
and sale agreement (the "
PSA").
Before giving effect to the transaction, Mr.
Wilson owned or controlled an aggregate of 14,539,816 Maxim Shares
representing approximately 29.0% of the issued and outstanding
Maxim Shares (based on the number of issued and outstanding Maxim
Shares set forth above). After giving effect to the transaction,
Mr. Wilson owns or controls an aggregate of 15,539,816 Maxim Shares
representing approximately 31.0% of the issued and outstanding
Maxim Shares (based on the number of issued and outstanding Maxim
Shares set forth above).
The acquisition of the Maxim Shares was
completed pursuant to the private agreement exemption set forth in
section 4.2(1) of National Instrument 62-104 – Take-Over Bids and
Issuer Bids ("NI 62-104") in accordance with the
PSA between Mr. Wilson and the Seller. The value of the
consideration paid for the Maxim Shares was not greater than 115%
of the "market price" of the Maxim Shares determined in accordance
with section 1.11 of NI 62-104.
Furthermore, Mr. Wilson (indirectly through
Prairie Merchant Corporation ("Prairie Merchant")
a company owned and controlled by Mr. Wilson) has made a commitment
to fund up to 50% of the maximum principal amount of a $75 million
convertible loan provided to Maxim dated September 10, 2019, as
amended on October 3, 2019 (the "Convertible
Loan"), representing a maximum aggregate commitment of
$37.5 million. Assuming the full $37.5 million principal amount of
the Convertible Loan attributable to Prairie Merchant is fully
drawn and converted into Maxim Shares, Prairie Merchant would
acquire 16,666,667 Maxim Shares at a conversion price of $2.25 per
share.
If the 16,666,667 Maxim Shares issuable on
conversion of the full amount of the Convertible Loan attributable
to Prairie Merchant are issued, Mr. Wilson (including Prairie
Merchant) would have ownership and/or control over 32,206,483 Maxim
Shares, representing approximately 38.6% of the then issued and
outstanding Maxim Shares assuming the full conversion of the
Convertible Loan, including the conversion of any principal amounts
attributable to the other lender (the "Other
Lender") thereunder (48.3% of the then issued and
outstanding Maxim Shares assuming the full conversion of the
Convertible Loan attributable to 32,206,483 only and excluding the
conversion of any principal amounts attributable to the Other
Lender thereunder).
The acquisition of the Maxim Shares was made in
furtherance of Mr. Wilson’s investment objectives. Mr. Wilson may,
from time to time, as market opportunities exist or develop,
increase or decrease his ownership in Maxim Shares as permitted by
applicable securities laws.
FOR FURTHER INFORMATION OR TO OBTAIN A
COPY OF THE EARLY WARNING REPORT FILED IN CONJUNCTION WITH THIS
PRESS RELEASE, PLEASE CONTACT:
W. Brett Wilson Seventh Floor, 933 – 17th Avenue
SWCalgary, Alberta T2T 5R6Phone: (403) 705-7707
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