Acquisition of Securities of Victory Nickel Inc.
Prior to the acquisition of the Note, Crothers, through a company wholly-owned by him, beneficially owned and/or exercised control or direction over 35,314,333 Victory Nickel common shares and common share purchase warrants entitling Crothers to acquire up to 17,062,866 Victory Nickel common shares, representing approximately 9.24% of the issued and outstanding common shares of Victory Nickel on an undiluted basis. Crothers also holds Victory Nickel stock options entitling him to acquire up to 587,500 Victory Nickel common shares. Following the acquisition of the Note, Crothers beneficially owns and/or exercises control or direction over 35,314,388 Victory Nickel common shares, warrants entitling him to acquire up to 17,062,866 Victory Nickel common shares, stock options entitling him to acquire up to 587,500 Victory Nickel common shares and the Note entitling Crothers to acquire up to 20,000,000 common shares of Victory Nickel. This represents approximately 12.87% of the issued and outstanding Victory Nickel common shares on an partially diluted basis (or 72,964,699 common shares, assuming exercise of all of the warrants and stock options and conversion of the Note held by Crothers).
The Private Placement was a private transaction outside of any market or other facility.
The Note was acquired for investment purposes. Crothers may, in the future, increase or decrease his ownership of securities of Victory Nickel, directly or indirectly, from time to time depending upon the business and prospects of Victory Nickel and future market conditions.
An early warning report (the “EWR”) will be filed on SEDAR and will be available for review at www.sedar.com under Victory Nickel’s profile. A copy of the EWR can be obtained from the contact below.