CALGARY, Nov. 14, 2014 /CNW/ - This news release is
being disseminated as required by National Instrument 62-103 The
Early Warning System and Related Take-Over Bid and Insider
Reporting Issues in connection with the filing of an early
warning report ("Early Warning Report") regarding the
acquisition by Jonathan Morley-Kirk,
director of EastSiberian Plc ("EastSiberian"), c/o 9
Esplanade, St. Helier, Jersey, JE2 3QA of 1,919,840 common shares
of EastSiberian ("EastSiberian Shares"), on the TSX Venture
Exchange, on October 8, 2014 (the
"Acquisition"). Mr. Morley-Kirk acquired the 1,919,840
EastSiberian Shares at a price of $0.05 per EastSiberian Share.
Prior to giving effect to the Acquisition, Mr. Morley-Kirk held
7,451 EastSiberian Shares, representing approximately 0.15% of the
issued and outstanding EastSiberian Shares. After giving
effect to the Acquisition, Mr. Morley-Kirk owns 1,927,291
EastSiberian Shares, representing approximately 13.75% of the
issued and outstanding EastSiberian Shares.
Mr. Morley-Kirk acquired the EastSiberian Shares to assist the
viability of EastSiberian and may, from to time, acquire additional
securities of EastSiberian, dispose of some or all of the existing
or additional securities he holds or will hold, or may continue to
hold his current position.
A copy of the Early Warning Report attached as Schedule A may
also be found on EastSiberian's continuous disclosure record at
www.SEDAR.com.
SCHEDULE A
NATIONAL INSTRUMENT 62-103
EARLY WARNING REPORT
1.
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The Name and
address of the offeror:
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Jonathan
Morley-Kirk
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c/o EastSiberian
Plc
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9
Esplanade
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St. Helier,
Jersey
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JE2 3QA
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2.
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The 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 in the transaction
or occurrence giving rise to the obligation to file the news
release, and whether it was ownership or control that was acquired
in those circumstances:
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On October 8, 2014,
EastSiberian Plc ("EastSiberian") issued 1,919,840 common
shares (the "Shares") at a deemed price of $0.05 per common
share to Mr. Morley-Kirk as settlement of a portion ($95,992) of
the debt owing to Mr. Morley-Kirk for compensation for services
rendered as a director of EastSiberian (the "Shares for Debt
Settlement"). The Shares represent approximately 13.70%
of the issued and outstanding common shares of EastSiberian.
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Prior to the Shares
for Debt Settlement, Mr. Morley-Kirk held 7,451 common shares of
EastSiberian, representing approximately 0.15% of the 5,103,998
issued and outstanding common shares.
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3.
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The designation
and number or principal amount of securities and the offeror's
securityholding percentage in the class of securities immediately
after the transaction or occurrence giving rise to obligation to
file the news release:
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After giving effect
to the Shares for Debt Settlement, Mr. Morley-Kirk holds an
aggregate of 1,927,291 common shares, representing approximately
13.75% of the issued and outstanding common shares of
EastSiberian.
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4.
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The designation
and number or principal amount of securities and the percentage of
outstanding securities of the class of securities referred
to in paragraph 3 over which:
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(a)
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the offeror,
either alone or together with any joint actors, has ownership and
control:
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See paragraph 3
above.
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(b)
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the offeror,
either alone or together with any joint actors, has ownership but
control is held by other persons or companies other than the
offeror or any joint actor:
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Not
applicable.
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(c)
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the offeror,
either alone or together with any joint actors, has exclusive or
shared control but does not have ownership:
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Not
applicable.
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5.
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The name of the
market in which the transaction or occurrence giving rise to the
report took place:
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The transaction took
place by way of private agreement. The issuance of the Shares
were conditionally accepted by the NEX Board of the TSX Venture
Exchange.
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6.
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The value, in
Canadian dollars, of any consideration offered per security if the
offeror acquired ownership of a security in the transaction or
occurrence giving rise to the obligation to file a news
release.
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See paragraph 2
above.
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7.
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The purpose of the
offeror and any joint actors in effecting the transaction or
occurrence giving rise to the report, including any future
intention to acquire ownership of, or control over, additional
securities of the reporting issuer:
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Mr. Morley-Kirk
accepted the issuance of Shares as partial settlement of the debt
owed to him by EastSiberian to assist the viability of
EastSiberian.
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As at the date
hereof, EastSiberian remains indebted to Mr. Morley-Kirk in the
amount of $88,101. In the future, Mr. Morley-Kirk may accept
a further issuance of common shares of EastSiberian as settlement
of the remaining debt.
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8.
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The general nature
and the material terms of any agreement, other than lending
arrangements, with respect to securities of the reporting issuer
entered into by the offeror, or any joint actor, and the issuer of
the securities or any other entity in connection with the
transaction or occurrence giving rise to the report, including
agreements with respect to the acquisition, holding, disposition or
voting of any of the securities:
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Pursuant to the
Shares for Debt Settlement, Mr. Morley-Kirk acquired the Shares as
settlement of a portion of the debt ($95,992) owing to Mr.
Morley-Kirk for compensation for services rendered as a director of
EastSiberian. Mr. Morley-Kirk currently remains a director of
EastSiberian.
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9.
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The names of any
joint actors in connection with the disclosure required by Appendix
E of National Instrument 62-103.
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Not
applicable.
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10.
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In the case of a
transaction or occurrence that did not take place on a stock
exchange or other market that represents a published market for the
securities, including an issuance from treasury, the nature and
value of the consideration paid by the offeror:
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See paragraph 2
above.
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11.
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If applicable, a
description of any change in any material fact set out in a
previous report by the entity under the early warning requirements
in respect of the reporting issuer's securities:
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Not
applicable.
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12.
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If applicable, a
description of the exemption from securities legislation being
relied on by the offeror and the facts supporting that
reliance:
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Not
applicable.
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Dated this 13th day of November, 2014.
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(signed) Jonathan
Morley-Kirk
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Jonathan
Morley-Kirk
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Director
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SOURCE EastSiberian Plc