Highvista Gold Inc. Announces Early Warning Report News Release
04.04.2016 | Newsfile
Toronto, April 4, 2016 - On December 29, 2015, pursuant to an issuer event (the "NRC Event") of Norvista Resources Corporation, a private Ontario corporation, Mr. Gerald McCarvill acquired direct ownership of 389,786 Highvista Shares, and Mr. G. Edmund King acquired direct ownership of 106,764 common shares (each a "Highvista Share") of Highvista Gold Inc. (TSXV: HVV) ("Highvista"), each at a deemed acquisition price of $0.17 per Highvista Share.
On April 4, 2016, Norvista Resources Corporation completed a debt settlement transaction (the "Debt Settlement") pursuant to debt settlement agreements with certain creditors, including Mr. McCarvill and Mr. King. Pursuant to the Debt Settlement, Mr. McCarvill acquired direct ownership of 665,063 Highvista Shares at a deemed price of $0.17 per Highvista Share, and 3,200,100 common shares of Norvista Capital Corporation ("NCC Shares") at a deemed price of $0.11 per NCC Share, and Mr. King acquired direct ownership of 224,700 Highvista Shares at a deemed price of $0.17 per Highvista Share.
Prior to the NRC Event and the Debt Settlement, Mr. McCarvill had beneficial ownership and/or control of (i) an aggregate of 1,988,190 NCC Shares and options ("NCC Options") exercisable for the purchase of 400,000 NCC Shares, representing 4.55% of the issued and outstanding NCC Shares on a non-diluted basis, and 5.47% on a partially-diluted basis (assuming exercise of Mr. McCarvill's convertible securities); and (ii) an aggregate of 1,056,334 Highvista Shares and options ("Highvista Options") exercisable for the purchase of 160,131 Highvista Shares, representing 10.35% of the issued and outstanding Highvista Shares on a non-diluted basis, and 11.91% on a partially-diluted basis. Mr. King had beneficial ownership and/or control of an aggregate of 637,252 Highvista Shares, and 260,131 Highvista Options, representing 6.24% of the issued and outstanding Highvista Shares on a non-diluted basis, and 7.81% on a partially-diluted basis.
After giving effect to the NRC Event and the Debt Settlement, Mr. McCarvill held, directly or indirectly, or exercised control or direction over: (i) 5,188,290 NCC Shares and 400,000 NCC Options, representing 11.89% of the issued and outstanding NCC Shares on a non-diluted basis, and 12.80% on a partially-diluted basis; and (ii) 2,111,183 Highvista Shares and 160,131 Highvista Options, representing 20.68% of the issued and outstanding Highvista Shares on a non-diluted basis, and 22.25% on a partially-diluted basis. Mr. King held, directly or indirectly, or exercised control or direction over 968,716 Highvista Shares and 160,131 Highvista Options, representing 9.49% of the issued and outstanding Common Shares on a non-diluted basis, and 11.05% on a partially-diluted basis.
Each of Mr. McCarvill and Mr. King acquired Highvista Shares as a result of the reorganization of Norvista Resources Corporation. Mr. McCarvill acquired Highvista Shares and NCC Shares, and Mr. King acquired Highvista Shares, pursuant to the Debt Settlement to in order to obtain settlement of accrued debts payable to them by Norvista Resources Corporation. Each of Mr. King McCarvill and Mr. King hold such securities for investment purposes, and neither one of them has any current intention to increase his beneficial ownership of, or control or direction over, securities of either Highvista or NCC. These investments will be reviewed on a continuing basis and holdings may be increased or decreased in the future.
Mr. McCarvill is relying on the private agreement exemption to formal bid requirements applicable to take-over bids under the Securities Act (Ontario) (the "Act") available under section 100.1 of the Act in respect of his acquisition of Highvista Shares pursuant to the NRC Event and the Debt Settlement. Neither the NRC Event nor the Debt Settlement was a bid made from not more than five persons in the aggregate, and the value of consideration paid for the Highvista Shares, including brokerage fees and commissions, was not greater than 115% of the market price of the Highvista Shares as determined in accordance with section 100.1 of the Act and OSC Rule 62-504.
Copies of the early warning reports of Mr. McCarvill and Mr. King may be obtained from Norvista Resources Corporation, attention Jennifer Chow, Manager, at (416) 504-4171, or under the SEDAR profiles of Highvista and NCC at www.sedar.com.
For further information please contact:
Gerald McCarvill
390 Bay Street, Suite 612
Toronto, ON M5H 2Y2
Tel: 416-504-4171
G. Edmund King
390 Bay Street, Suite 612
Toronto, ON M5H 2Y2
Tel: 416-504-4171
On April 4, 2016, Norvista Resources Corporation completed a debt settlement transaction (the "Debt Settlement") pursuant to debt settlement agreements with certain creditors, including Mr. McCarvill and Mr. King. Pursuant to the Debt Settlement, Mr. McCarvill acquired direct ownership of 665,063 Highvista Shares at a deemed price of $0.17 per Highvista Share, and 3,200,100 common shares of Norvista Capital Corporation ("NCC Shares") at a deemed price of $0.11 per NCC Share, and Mr. King acquired direct ownership of 224,700 Highvista Shares at a deemed price of $0.17 per Highvista Share.
Prior to the NRC Event and the Debt Settlement, Mr. McCarvill had beneficial ownership and/or control of (i) an aggregate of 1,988,190 NCC Shares and options ("NCC Options") exercisable for the purchase of 400,000 NCC Shares, representing 4.55% of the issued and outstanding NCC Shares on a non-diluted basis, and 5.47% on a partially-diluted basis (assuming exercise of Mr. McCarvill's convertible securities); and (ii) an aggregate of 1,056,334 Highvista Shares and options ("Highvista Options") exercisable for the purchase of 160,131 Highvista Shares, representing 10.35% of the issued and outstanding Highvista Shares on a non-diluted basis, and 11.91% on a partially-diluted basis. Mr. King had beneficial ownership and/or control of an aggregate of 637,252 Highvista Shares, and 260,131 Highvista Options, representing 6.24% of the issued and outstanding Highvista Shares on a non-diluted basis, and 7.81% on a partially-diluted basis.
After giving effect to the NRC Event and the Debt Settlement, Mr. McCarvill held, directly or indirectly, or exercised control or direction over: (i) 5,188,290 NCC Shares and 400,000 NCC Options, representing 11.89% of the issued and outstanding NCC Shares on a non-diluted basis, and 12.80% on a partially-diluted basis; and (ii) 2,111,183 Highvista Shares and 160,131 Highvista Options, representing 20.68% of the issued and outstanding Highvista Shares on a non-diluted basis, and 22.25% on a partially-diluted basis. Mr. King held, directly or indirectly, or exercised control or direction over 968,716 Highvista Shares and 160,131 Highvista Options, representing 9.49% of the issued and outstanding Common Shares on a non-diluted basis, and 11.05% on a partially-diluted basis.
Each of Mr. McCarvill and Mr. King acquired Highvista Shares as a result of the reorganization of Norvista Resources Corporation. Mr. McCarvill acquired Highvista Shares and NCC Shares, and Mr. King acquired Highvista Shares, pursuant to the Debt Settlement to in order to obtain settlement of accrued debts payable to them by Norvista Resources Corporation. Each of Mr. King McCarvill and Mr. King hold such securities for investment purposes, and neither one of them has any current intention to increase his beneficial ownership of, or control or direction over, securities of either Highvista or NCC. These investments will be reviewed on a continuing basis and holdings may be increased or decreased in the future.
Mr. McCarvill is relying on the private agreement exemption to formal bid requirements applicable to take-over bids under the Securities Act (Ontario) (the "Act") available under section 100.1 of the Act in respect of his acquisition of Highvista Shares pursuant to the NRC Event and the Debt Settlement. Neither the NRC Event nor the Debt Settlement was a bid made from not more than five persons in the aggregate, and the value of consideration paid for the Highvista Shares, including brokerage fees and commissions, was not greater than 115% of the market price of the Highvista Shares as determined in accordance with section 100.1 of the Act and OSC Rule 62-504.
Copies of the early warning reports of Mr. McCarvill and Mr. King may be obtained from Norvista Resources Corporation, attention Jennifer Chow, Manager, at (416) 504-4171, or under the SEDAR profiles of Highvista and NCC at www.sedar.com.
For further information please contact:
Gerald McCarvill
390 Bay Street, Suite 612
Toronto, ON M5H 2Y2
Tel: 416-504-4171
G. Edmund King
390 Bay Street, Suite 612
Toronto, ON M5H 2Y2
Tel: 416-504-4171