FORM 9. NOTICE OF PROPOSED ISSUANCE OF LISTED SECURITIES (or securities convertible or exchangeable into listed securities 1 )

Transcription

1 FORM 9 NOTICE OF PROPOSED ISSUANCE OF (or securities convertible or exchangeable into listed securities 1 ) Name of Listed Issuer: Global Li-Ion Graphite Corp. (the Issuer ) Trading Symbol: LION Date: Is this an updating or amending Notice: Yes No If yes provide date(s) of prior Notices: July 17, Issued & Outstanding of Issuer Prior to Issuance: 21,572,467 Date of News Release Announcing Private Placement: July 17, Closing Market Price on Day Preceding the Issuance of the News Release: N/A 1. Private Placement Full Name & Residential Address of Placee Number of or to be Purchase price per Price (if Applicable) Directed Payment Date (1) to Issuer (2) Bubbabear Holdings Ltd. Gordon Clements Cyrus Driver Inc. Dr. William Panenka Inc. Hanifmohamed Hirji Port Moody, BC 325,000 Gordon Jang Page 1

2 Full Name & Residential Address of Placee Number of or to be Purchase price per Price (if Applicable) Directed Payment Date (1) to Issuer (2) Sadique Lalji Burnaby, BC 75,000 $0.20 $0.50 Manga Holdings Ltd. Surrey, BC Mandeep Mann Langley, BC Michael Meyers Port Moody, BC Bharatkumar Patel Surrey, BC Michele Ross Rajinder Sachdev Abbotsford, BC Afsheen Somji Arzina Somji Unionville, ON Zeeshan Somji Burnaby, BC Stanley Wong Burnaby, BC 40,000 $0.20 $ , BC Ltd. Surrey, BC Star Finance GMBH Steinhausen, Switzerland 1 Patrick Greenfield 200,000 Page 2

3 Full Name & Residential Address of Placee Number of or to be Purchase price per Price (if Applicable) Directed Payment Date (1) to Issuer (2) David Crown Paul G. Daly Toronto, ON Donald Eilers 35,000 $0.20 $0.50 Donald McFarlane Edmonton, AB B.D. Corporate Services Inc B.C. Ltd. Delta, BC Craig Lees Naizer Kabani Richmond, BC 40,000 $0.20 $0.50 Alida Ali Mark Wiltshire Tero Kosonen Shanghai, China 125,000 $0.20 $0.50 Shuqin Zhao Bejing, China 125,000 $0.20 $0.50 Shengyou Liu Anshan City, China 125,000 $0.20 $0.50 Gordon Holmes Chonburi, Thailand 375,000 $0.20 $0.50 Page 3

4 Full Name & Residential Address of Placee Number of or to be Purchase price per Price (if Applicable) Directed Payment Date (1) to Issuer (2) Ontario Ltd. Kent, United Kingdom 20,000 $0.20 $0.50 Moyen Holdings Ltd. Victoria, BC Lori Gunson North B.C. Ltd. Victoria, BC Rosaire J. Bondy Windsor, ON Richard T. Tuckey Inc. Victoria, BC Graham D. Moore 500,000 $0.20 $ ,000 Cinnabar Enterprises S A San Jose, Costa Rica Jeffrey B. Lightfoot Richmond, BC Alexis M. Stewart William G. Davidson Anmore, BC Alexandra J. Pearson North Page 4

5 Full Name & Residential Address of Placee Number of or to be Purchase price per Price (if Applicable) Directed Payment Date (1) to Issuer (2) Brent Armstrong Michael Seifert Emerson Holdings Ltd. Amandeep Gil Burnaby, BC 125,000 $0.20 $0.50 Bacchus Law Corporation 38,200 $0.20 $0.50 s ,200 Pursuant to a debt conversion agreement dated July Harinder Kalair Richmond, BC 200,000 May 22, Ore Capital Partners Ltd ,000 August 8, Quaestus Strategies Corp. 125,000 $0.20 $ ,000 August 8, Stuart Omsen Diana Lee Burnaby, BC 2 50,000 July 27, 250,000 August 8, Firdaus Capital Corp. 660,736 August 21, Alberta Ltd. 125,000 $0.20 $ ,000 August 21, Page 5

6 Full Name & Residential Address of Placee Number of or to be Purchase price per Price (if Applicable) Directed Payment Date (1) to Issuer (2) Fab Carella Coquitlam, BC Tony Nuziata Jarat Roadhouse 101,800 $0.20 $0.50 1,961,190 Glenn Moore Al Saurette Mark Mason Ted Dakin Delta, BC Pete James The Chase Alexander Manalo Trust 75,000 $0.20 $0.50 The Matiya Manalo Trust Matthew Walsh Bull Markets Media Berlin, Germany 500,000 Total 7,500,000 (1) This information is only provided to the knowledge of the Issuer. (2) Indicate date each placee advanced or is expected to advance payment for securities. Provide details of expected payment date, conditions to release of funds etc. Indicate if the placement funds have been placed in trust pending receipt of all necessary approvals. Page 6

7 (3) Indicate if Person. 1 An issuance of non-convertible debt does not have to be reported unless it is a significant transaction as defined in Policy 7, in which case it is to be reported on Form Total amount of funds to be raised $1,500, Provide full details of the use of the proceeds. The disclosure should be sufficiently complete to enable a reader to appreciate the significance of the transaction without reference to any other material. The Issuer intends to use the proceeds as follows: general working capital; additional payments, drilling, and site work on the Chedic Property; payment towards new acquisition; and legal fees 3. Provide particulars of any proceeds which are to be paid to Persons of the Issuer: N/A 4. If securities are issued in forgiveness of indebtedness, provide details and attach the debt agreement(s) or other documentation evidencing the debt and the agreement to exchange the debt for securities. 38,200 Units were issued pursuant to a debt conversion agreement between the Issuer and Bacchus Law Corporation dated July to settle an aggregate debt of $7, Description of securities to be issued: (a) Class: Units, with each unit consisting of one common share of the Issuer and one common share purchase warrant (b) Number: 7,500,000 (c) Price per security: $0.20 (d) Voting rights: Yes 6. Provide the following information if Warrants, (options) or other convertible securities are to be issued: (a) Number: 7,500,000 (b) Number of securities eligible to be purchased on exercise of Warrants (or options): 7,500,000 (c) Exercise price: $0.50 Page 7

8 (d) Expiry date: 12 months from the date of issuance subject to the following acceleration provisions: If and whenever at any time prior to the Expiry Time, the closing sales price of the Issuer s common shares (or the closing bid, if no sales were reported on a trading day) as quoted on the Canadian Exchange (or such other stock exchange, quotation system or market on which the Corporation s common shares are listed and where a majority of the trading volume of the Corporation s common shares occurs) is $0.75 or higher for a period of 15 consecutive trading days, then the Corporation may, within five days of such event, provide notice by way of press release to the holder of the Warrants of the early expiry of the Warrants, and thereafter the Warrants shall expire on that date that is 30 days from the date that such notice is given. 7. Provide the following information if debt securities are to be issued: (a) (b) (c) (d) (e) Aggregate principal amount: N/A Maturity date: N/A Interest rate: N/A terms: N/A Default provisions: N/A 8. Provide the following information for any agent s fee, commission, bonus or finder s fee, or other compensation paid or to be paid in connection with the placement (including warrants, options, etc.): (a) Details of any dealer, agent, broker or other person receiving compensation in connection with the placement (name, address. If a corporation, identify persons owning or exercising voting control over 20% or more of the voting shares if known to the Issuer): Mackie Research Capital Corporation Suite Georgia Street, V6C 3C9 Haywood Inc. Suite Burrard Street, V6C 3L6 Canaccord Genuity Corp. Suite Granville Street, V7Y 1H2 PI Financial Corp. Suite Burrard Street, V6C 3N1 Page 8

9 (b) Cash: Mackie 8% ($19,440) Haywood 8% ($33,600) Canaccord 8% ($30,320) PI 8% ($10,800) (c) : Warrants Mackie 10% (121,500 Warrants) Haywood 8% (168,000 Warrants) Canaccord 10% (189,500 Warrants) PI 10% (67,500 Warrants) (d) (e) (f) Other: N/A Expiry date of any options, warrants etc.: One year from date of issuance Exercise price of any options, warrants etc.: $0.50 per common share 9. State whether the sales agent, broker, dealer or other person receiving compensation in connection with the placement is Person or has any other with the Issuer and provide details of the. No person receiving compensation in connection with the placement is a Person of the Issuer. 10. any unusual particulars of the transaction (i.e. tax flow through shares, etc.). None 11. State whether the private placement will result in a change of control. The placement will not result in a change of control. 12. Where there is a change in the control of the Issuer resulting from the issuance of the private placement shares, indicate the names of the new controlling shareholders: N/A 13. Each purchaser has been advised of the applicable securities legislation restricted or seasoning period. All certificates for securities issued which are subject to a hold period bear the appropriate legend restricting their transfer until the expiry of the applicable hold period required by National Instrument Acquisition 1. Provide details of the assets to be acquired by the Issuer (including the location of the assets, if applicable). The disclosure should be sufficiently complete to enable a reader to appreciate the significance of the transaction without reference to any other material: N/A 2. Provide details of the acquisition including the date, parties to and type of agreement (eg: sale, option, license etc.) and to the Issuer. The disclosure should be sufficiently complete to enable a reader to appreciate the significance of the acquisition without reference to any other material: N/A Page 9

10 3. Provide the following information in relation to the total consideration for the acquisition (including details of all cash, securities or other consideration) and any required work commitments: (a) (b) (c) (d) (e) (f) (g) Total aggregate consideration in Canadian dollars: N/A Cash: N/A (including options, warrants etc.) and dollar value: N/A Other: N/A Expiry date of options, warrants, etc. if any: N/A Exercise price of options, warrants, etc. if any: N/A Work commitments: N/A 4. State how the purchase or sale price was determined (e.g. arm s-length negotiation, independent committee of the Board, third party valuation etc.). N/A 5. Provide details of any appraisal or valuation of the subject of the acquisition known to management of the Issuer: N/A 6. The names of parties receiving securities of the Issuer pursuant to the acquisition and the number of securities to be issued are described as follows: Name of (If not an individual, name all insiders of the ) Number and Type of to be Issued Dollar value per price (if applicable) Directed by to Issuer (1) N/A (1) Indicate if Person. 7. Details of the steps taken by the Issuer to ensure that the vendor has good title to the assets being acquired: N/A 8. Provide the following information for any agent s fee, commission, bonus or finder s fee, or other compensation paid or to be paid in connection with the acquisition (including warrants, options, etc.): (a) Details of any dealer, agent, broker or other person receiving compensation in connection with the acquisition (name, address. If a Page 10

11 corporation, identify persons owning or exercising voting control over 20% or more of the voting shares if known to the Issuer): N/A (b) (c) (d) (e) (f) Cash: N/A : N/A Other: N/A Expiry date of any options, warrants etc.: N/A Exercise price of any options, warrants etc.: N/A 9. State whether the sales agent, broker or other person receiving compensation in connection with the acquisition is a Person or has any other with the Issuer and provide details of the. N/A 10. If applicable, indicate whether the acquisition is the acquisition of an interest in property contiguous to or otherwise related to any other asset acquired in the last 12 months. N/A Page 11

12 Certificate Of Compliance The undersigned hereby certifies that: 1. The undersigned is a director and/or senior officer of the Issuer and has been duly authorized by a resolution of the board of directors of the Issuer to sign this Certificate of Compliance on behalf of the Issuer. 2. As of the date hereof there is not material information concerning the Issuer which has not been publicly disclosed. 3. The undersigned hereby certifies to the Exchange that the Issuer is in compliance with the requirements of applicable securities legislation (as such term is defined in National Instrument ) and all Exchange Requirements (as defined in CSE Policy 1). 4. All of the information in this Form 9 Notice of Issuance of is true. Dated: Jason Walsh Name of Director or Senior Officer Jason Walsh Signature President, CEO & a Director Official Capacity Page 12