Edmonton, Alberta--(Newsfile Corp. - January 10, 2023) - On January 10, 2023, Jody Dahrouge and persons over which Jody Dahrouge exercises control or direction (collectively, the "JD Group"), being Jody Dahrouge, Debbie Dahrouge and DG Resource Management Ltd. announced their intention to file an early warning report in respect of the JD Group's holdings of the common shares (the "Common Shares") in the capital of Ophir Gold Corp. ("Ophir"), a reporting issuer listed on the TSX Venture Exchange ("TSXV") (Symbol 'OPHR') and having its head office at 595 Howe Street, Suite 206 Vancouver, British Columbia, V6C 2T5.
DG is a private mineral project generator that develops/advances/transacts early-stage mineral projects and its address is 1400 - 10303 Jasper Avenue N.W. Edmonton, Alberta T5J 3N6. Jody and Debbie Dahrouge are persons resident in the Province of Alberta and their address is Suite 103, 10183-112 Street, Edmonton, Alberta T5K 1M1.
The triggering event for this press release and associated early warning report was an acquisition of securities that resulted in the JD Group holding greater than 10% of the Common Shares and then the subsequent change of such holdings to an amount below the 10% threshold.
Transactions Relating to Holdings of Greater than 10%
A series of transactions taking place over a period commencing in July of 2019 and concluding in March of 2022 resulted in the JD Group becoming a holder of approximately 10% of the Common Shares on February 11, 2022 (at that time the JD Group holding 5,772,000 Common Shares). The transactions leading up to the JD Group meeting this threshold included Common Shares received by DG in connection with the BG Transaction (as defined below), Common Shares acquired in the Unit PP (as defined below) and Common Shares bought and sold on the open market. Each of these transactions is described more fully below. As at the date hereof, the JD Group, collectively owns, 6,036,000 Common Shares.
Other than with respect to the BG Transaction wherein the Common Shares were acquired as transaction consideration, the Common Shares have been bought and sold for investment purposes only.
After the JD Group exceeded the 10% threshold, as a result of the recent securities offerings by Ophir on December 23, 2022 and January 10, 2023, whereby Ophir has issued an aggregate of 18,826,700 Common Shares (by way of its issuance of units and flow-through units), the JD Group holdings have been diluted such that the JD Group now holds approximately 7.9% of the issued and outstanding Common Shares (being 76,742,829 Common Shares based on the public information of Ophir currently available to the JD Group on the System for Electronic Document Analysis and Retrieval).
Transactions Relating to Holdings of Greater than 10%
The JD Group acquired its initial Common Shares by way of open market purchases throughout July and August 2019 (425,000 Common Shares at prices per share ranging from $0.04 to $0.06 per share) and by way of participation in a private placement initially announced by Ophir in August 2019 (700,000 units (comprised of one Common Share and one warrant, none of which warrants were exercised prior to expiry), at a price of $0.05 per unit). As a result of these initial acquisitions, the aggregate number of Common Shares acquired by the end of that period was 1,125,000 Common Shares or approximately 6.4% of the total issued and outstanding Common Shares at that time (being 17,629,599, as reported in Ophir's unaudited interim condensed financial statements for the three and six month periods ended November 30, 2019 and 2018).
On September 14, 2020, the TSXV provided final approval for a transaction (the "BG Transaction") pursuant to which DG entered into an agreement with Ophir (along with another third party, Canarc Resource Corp.) whereby Ophir acquired the Breccia Gold property, located in Lehmi County, Idaho from DG. As consideration for the BG Property, Ophir agreed to: (i) issue an aggregate of 2,500,000 Common Shares in the capital of the Ophir to DG, issuable in tranches; (ii) issue an aggregate of 2,500,000 common share purchase warrants of Ophir to DG, issuable in tranches (1,250,000 exercisable for a period of three (3) years from the date of issuance at a price of $0.095 per Common Share and the second 1,250,000 Common Share purchase warrants issuable to each of the Vendors exercisable for a period of three (3) years from the date of issuance at a price per Common Share of not less than the market price of the Company's Common Shares on the date of issuance); (iii) pay DG a cash payment equal to $275,000, payable over a period of three (3) years from the date on which Ophir received final approval from the TSXV in respect of the transaction; and (iv) grant in favour of DG a 2.5% net smelter returns royalty in respect of the Breccia Gold Property, subject to the right and option of Ophir to purchase 1% of the royalty for a price equal to $1,000,000. Notwithstanding the initial issuance of warrants by Ophir, the warrants included a term that provided that, without the prior consent of Ophir, such warrants would not be exercisable should the total shareholdings of the warrant holder exceed 9.9%. To date, DG has not exercised any of the warrants issued pursuant to this sale transaction, nor has Ophir consented to an increase in the 9.9% limit. Ophir reported that 1,250,000 Common Shares issuable in respect of the BG Transaction were issued on September 23, 2020; however, such Common Shares were not received into the share accounts of DG until February 24, 2021. The remaining 1,250,000 Common Shares issuable pursuant to the BG Transaction were reported issued by Ophir in September, 2021 but were not received in the share accounts of DG on January 24, 2022.
In Ophir's unaudited condensed interim financial statements for the six month period ended November 30, 2020, Ophir disclosed that a private placement of units (consisting of one Common Share and one warrant) had occurred on September 22, 2020, wherein 9,999,998 units were sold. As a result, on the basis of 27,629,597 Common Shares issued and outstanding at the time of issuance, after the issuance of the first tranche of Common Shares pursuant to the BG Transaction (assuming an issuance date of September 23, 2020), the JD Group held approximately 8.6% of the total issued and outstanding Common Shares (2,375,000 Common Shares).
Following the September 23, 2020 issuance, on October 30, 2020, the JD Group acquired 10,000 Common Shares on the open market at a price of $0.175 per share and on December 9, 2020 the JD Group sold 50,000 Common Shares at the prices of $0.23 per share (25,000) and $0.22 per share (25,000), such that following such purchase and sales, the JD Group held 2,335,000 Common Shares (or approximately 8.5% of the total issued and outstanding Common Shares assuming a total issued and outstanding number of shares of 27,629,597 at the time).
For the quarter ended November 30, 2020, Ophir reported 31,279,597 issued and outstanding Common Shares. On December 18, 2020, the JD Group purchased 1,000,000 of units of Ophir in a private placement of 18,336,532 units (the "Unit PP"). Each unit was sold for a price of $0.15 and was comprised of one Common Share and one warrant entitling the holder thereof to acquire one Common Share at an exercise price of $0.22 at any time on or before December 17, 2022. No member of the JD Group exercised any warrant issued in connection with the Unit PP prior to their expiry. Upon the completion of the Unit PP, the JD Group held 3,335,000 Common Shares, or approximately 6.7% of the total issued and outstanding Common Shares (being 49,616,129 Common Shares as reported by Ophir as being outstanding in its unaudited interim condensed financial statements for the nine month period ended February 28, 2021).
Between the date of the Unit PP and the date on which Ophir announced that it had satisfied the second tranche of its Common Share issuance obligations to the JD Group, the JD Group undertook a number of trades on the open market, with purchases of Common Shares occurring at prices ranging from $0.14 per share to $0.18 per share and sales of Common Shares occurring at prices ranging from $0.21 per share to $0.23 per share, such that immediately prior to the reported issuance, the JD Group held an aggregate of 3,611,500 Common Shares (or approximately 7.0% of the 51,716,129 Common Shares disclosed as being issued and outstanding in Ophir's condensed consolidated interim financial statements (unaudited) for the three months ended August 31, 2021).
From and after the reported satisfaction of the second tranche of Common Shares owing to the JD Group pursuant to the BG Transaction until the end of 2021, the JD Group undertook a number of open market transactions, with purchases ranging in price from $0.10 per share to $0.14 per share and sales occurring at prices between $0.13 per share and $0.16 per share. By the end of 2021, the JD Group held 5,472,000 Common Shares or approximately 9.4% of the Common Shares then issued and outstanding (being, 57,916,129 Common Shares based on Ophir's condensed consolidated interim financial statements (unaudited) for the six months ended November 30, 2021 and nine months ended February 28, 2022).
Between February 9, 2022 and March 15, 2022, the JD Group purchased and aggregate of 564,000 Common Shares (300,000 on February 9, 2022 at a price of $0.11 per share and 264,000 on March 15, 2022 at a price of $0.09 per share), such that at the close of markets on February 9, 2022, the JD Group held 5,772,000 Common Shares or approximately 10.0% of the total issued at outstanding Common Shares at that time (being, 57,916,129 based on Ophir's condensed consolidated interim financial statements (unaudited) for the nine months ended February 28, 2022 and the audited consolidated financial statements for the years ended May 31, 2022 and 2021). Following the purchase of 264,000 Common Shares on March 15, 2022, resulting in the JD Group holding a total of 6,036,000 Common Shares, the JD Group held an aggregate of approximately 10.4% of the total issued and outstanding Common Shares at that time (being, 57,916,129 Common Shares based on Ophir's condensed consolidated interim financial statements (unaudited) for the nine months ended February 28, 2022 and the audited consolidated financial statements for the years ended May 31, 2022 and 2021). No member of the JD Group has undertaken any trades of the Common Shares since March 15, 2022.
Transactions Reducing Holdings to Less than 10%
Following the date on which the JD Group became a holder of greater than 10% of the issued and outstanding Common Shares, Ophir has undertaken two securities offerings pursuant to which it has issued an aggregate of 18,826,700 additional Common Shares (as disclosed by the press releases of Ophir dated December 23, 2022 and January 10, 2023), which, according to the condensed unaudited financial statements of Ophir for the three months ended August 31, 2022 and the aforementioned press releases would result in Ophir having a total of 76,742,829 Common Shares issued and outstanding. As a result of this, having maintained its holdings of 6,036,000 Common Shares, the JD Group now holds approximately 7.9% of the total issued and outstanding Common Shares.
A copy of the early warning report to which this press release relates will be posted on the System for Electronic Document Analysis and Retrieval under Ophir's profile and may also be obtained from the person noted below.
For further information, please contact:
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release
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