Steht da etwa ein take-over ins Haus oder wie kann ich das jetzt verstehen?
FORM 62-103F1
EARLY WARNING REPORT
Item 1 - Security and Reporting Issuer
1.1 State the designation of securities to which this report relates and the name and address of the
head office of the issuer of the securities.
This report relates to common shares ("WRX Shares") of Western Resources Corp. (“WRX”).
The address of the head office of WRX is:
666 Burrard Street, Suite 2500
Vancouver, BC V6C 2X8
1.2 State the name of the market in which the transaction or other occurrence that triggered the
requirement to file this report took place.
The transaction referred to in this report was completed through a private arrangement. The
transaction did not take place through the facilities of any stock exchange or any other marketplace.
Item 2 - Identity of the Acquiror
2.1 State the name and address of the acquiror.
Affinity Fortune Investments Co., Ltd (“AFI”) is a corporation incorporated under the laws of the
British Virgin Islands. The address of the registered office of AFI is
Sea Meadow House
Blackburne Highway,
Road Town, Tortola,
British Virgin Islands
AFI is engaged primarily in investment management and consulting.
2.2 State the date of the transaction or other occurrence that triggered the requirement to file this
report and briefly describe the transaction or other occurrence.
On May 28, 2023, AFI acquired all of the issued and outstanding shares of TR International
Investment Limited ("TR") from Milestone Resources Limited ("Milestone"), a Chinese
corporation, as part of a debt restructuring transaction between AFI and Milestone. The transaction
was valued as CAD$15,000,000 and equivalent to CAD$0.3375 per WRX Share. TR is a BVI
company that holds 44,444,446 common shares of WRX, representing approximately 10.88% of
the total issued and outstanding common shares of WRX, calculated on a non-diluted basis as of
the date of the acquisition (the "Acquisition"). The Acquisition triggered the requirement to file
this report under National Instrument 62-104 – Take-Over Bids and Issuer Bids and National
Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting
Issues.
2.3 State the names of any joint actors.
None.
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Item 3 - Interest in Securities of the Reporting Issuer
3.1 State the designation and number or principal amount of securities acquired or disposed of that
triggered the requirement to file the report and the change in the acquiror's securityholding
percentage in the class of securities.
Immediately prior to the Acquisition, AFI had no WRX Shares.
Immediately following the Acquisition, AFI had beneficial ownership of, or control and direction
over, 44,444,446 WRX Shares, representing approximately 10.88% of the issued and outstanding
WRX Shares on a non-diluted basis (based on there being 408,490,478 WRX Shares issued and
outstanding as of the date hereof).
3.2 State whether the acquiror acquired or disposed ownership of, or acquired or ceased to have
control over, the securities that triggered the requirement to file the report.
AFI acquired 44,444,446 WRX Shares referred to in this report.
3.3 If the transaction involved a securities lending arrangement, state that fact.
Not applicable.
3.4 State the designation and number or principal amount of securities and the acquiror's
securityholding percentage in the class of securities, immediately before and after the
transaction or other occurrence that triggered the requirement to file this report.
See Item 3.1 above.
3.5 State the designation and number or principal amount of securities and the acquiror's
securityholding percentage in the class of securities referred to in Item 3.4 over which
(a) the acquiror, either alone or together with any joint actors, has ownership and control,
AFI beneficially owns and controls the 44,444,446 WRX Shares referred to in Item 3.1,
representing approximately 10.88% of the issued and outstanding WRX Shares.
(b) the acquiror, either alone or together with any joint actors, has ownership but control is
held by persons or companies other than the acquiror or any joint actor, and
Not applicable.
(c) the acquiror, either alone or together with any joint actors, has exclusive or shared
control but does not have ownership.
Not applicable.
3.6 If the acquiror or any of its joint actors has an interest in, or right or obligation associated with,
a related financial instrument involving a security of the class of securities in respect of which
disclosure is required under this item, describe the material terms of the related financial
instrument and its impact on the acquiror's securityholdinhgs.
Not applicable.
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3.7 If the acquiror or any of its joint actors is a party to a securities lending arrangement involving
a security of the class of securities in respect of which disclosure is required under this item,
describe the material terms of the arrangement including the duration of the arrangement, the
number or principal amount of securities involved and any right to recall the securities or
identical securities that have been transferred or lent under the arrangement.
Not applicable.
State if the securities lending arrangement is subject to the exception provided in section
5.7 of NI 62-104.
Not applicable.
3.8 If the acquiror or any of its joint actors is a party to an agreement, arrangement or understanding
that has the effect of altering, directly or indirectly, the acquiror's economic exposure to the
security of the class of securities to which this report relates, describe the material terms of the
agreement, arrangement or understanding.
Not applicable.
Item 4 - Consideration Paid
4.1 State the value, in Canadian dollars, of any consideration paid or received per security and in
total.
See Item 2.2 above.
4.2 In the case of a transaction or other occurrence that did not take place on a stock exchange or
other market that represents a published market for the securities, including an issuance from
treasury, disclose the nature and value, in Canadian dollars, of the consideration paid or received
by the acquiror.
See Item 2.2 above.
4.3 If the securities were acquired or disposed of other than by purchase or sale, describe the method
of acquisition or disposition.
The WRX Shares were acquired in satisfaction of certain debt owed by Milestone to AFI.
Item 5 - Purpose of the Transaction
State the purpose or purposes of the acquiror and any joint actors for the acquisition or disposition of
securities of the reporting issuer. Describe any plans or future intentions which the acquiror and any
joint actors may have which relate to or would result in any of the following: (a) the acquisition of
additional securities of the reporting issuer, or the disposition of securities of the reporting issuer; (b) a
corporate transaction, such as a merger, reorganization or liquidation, involving the reporting issuer or
any of its subsidiaries; (c) a sale or transfer of a material amount of the assets of the reporting issuer or
any of its subsidiaries;(d) a change in the board of directors or management of the reporting issuer,
including any plans or intentions to change the number or term of directors or to fill any existing vacancy
on the board; (e) a material change in the present capitalization or dividend policy of the reporting issuer;
(f) a material change in the reporting issuer's business or corporate structure; (g) a change in the
reporting issuer's charter, bylaws or similar instruments or another action which might impede the
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acquisition of control of the reporting issuer by any person or company; (h) a class of securities of the
reporting issuer being delisted from, or ceasing to be authorized to be quoted on, a marketplace; (i) the
issuer ceasing to be a reporting issuer in any jurisdiction of Canada; (j) a solicitation of proxies from
securityholders; (k) an action similar to any of those enumerated above.
The Acquisition by AFI was for strategic investment purposes. AFI intends to review, on a continuous
basis, various factors related to its investment in WRX, and may decide to purchase or dispose of additional
securities of WRX as future circumstances may dictate.
Item 6 - Agreements, Arrangements, Commitments or Understandings With Respect to Securities
of the Reporting Issuer
Describe the material terms of any agreements, arrangements, commitments or understandings between
the acquiror and a joint actor and among those persons and any person with respect to securities of the
class of securities to which this report relates, including but not limited to the transfer or the voting of
any of the securities, finder's fees, joint ventures, loan or option arrangements, guarantees of profits,
division of profits or loss, or the giving or withholding of proxies. Include such information for any of
the securities that are pledged or otherwise subject to a contingency, the occurrence of which would give
another person voting power or investment power over such securities, except that disclosure of standard
default and similar provisions contained in loan agreements need not be included.
Not applicable.
Item 7 - Change in material fact
If applicable, describe any change in a material fact set out in a previous report filed by the acquiror
under the early warning requirements or Part 4 in respect of the reporting issuer's securities.
Not applicable.
Item 8 - Exemption
If the acquiror relies on an exemption from requirements in securities legislation applicable to formal
bids for the transaction, state the exemption being relied on and describe the facts supporting that
reliance.h
Not applicable.
Item 9 - Certification
The acquiror must certify that the information is true and complete in every respect. In the case of an
agent, the certification is based on the agent's best knowledge, information and belief but the acquiror
is still responsible for ensuring that the information filed by the agent is true and complete.
This report must be signed by each person on whose behalf the report is filed or his authorized
representative.
It is an offence to submit information that, in a material respect and at the time and in the light of the
circumstances in which it is submitted, is misleading or untrue.
Certificate
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I, as the Director of AFI, certify on behalf of AFI, to the best of my knowledge, information and belief,
that the statements made in this report are true and complete in every respect
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