The second and final Tranche of the Placement raised aggregate gross proceeds of A$50,000 with the Company issuing 2,500,000 Chess Depository Instruments (“CDIs”) at an issue price of A$0.02 per CDI to a director, Mr Andrew Dinning. The issuance of the CDIs to Mr Dinning was subject to shareholder approval, as required by the Australian Securities Exchange (“ASX”) Listing Rules, which was obtained at a special meeting held on 11 April 2024. Each new CDI issued under the Placement will rank equally with existing CDIs on issue and each CDI will represent a beneficial interest in 1 common share of the Company.
Tranche 1 of the Placement, completed on 22 December 2023, raised aggregate gross proceeds of A$470,000 with the Company issuing 6,000,000 common shares and 17,500,000 CDIs (the CDIs and together with the common shares, the “Securities”) at an issue price of A$0.02 per Security.
Members of Sarama’s Board and Management subscribed for an aggregate 6,250,000 CDls in the Placement.
Each of the directors and officers who participated in the Placement is a “related party” of the Company within the meaning of that term in Canadian Multilateral Instrument 61-101 – Protection of Minority Shareholders in Special Transactions (“MI 61-101”). Participation by them in the Placement is therefore a “related party transaction” within the meaning of MI 61-101. Pursuant to Section 5.5(a) and 5.7(1)(a) of MI 61-101, the Company was exempt from obtaining a formal valuation and minority approval of the Company’s shareholders in respect of the Placement due to the fair market value of their participation being below 25% of the Company’s market capitalization for the purposes of MI 61-101. The Company filed material change reports in respect of the Placement which detail the participation by directors and officers of the Company. The material change reports were filed less than 21 days prior to the completion of each tranche of the Placement, which the Company deems reasonable in the circumstances so as to be able to avail itself of potential financing opportunities and complete the Placement in an expeditious manner. Each of the directors and officers who participated in the Placement are subject to an Exchange Hold period imposed by the TSX Venture Exchange on the CDIs issued to such persons. The Exchange Hold Period expires 4 months from the date of issue of the securities.
The common shares issued under the Placement are all subject to a four-month hold period from the date of issue in accordance with applicable securities laws.
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