Early Warning Report Under Section 5.2 of National Instrument 62-104

The following report is filed pursuant to the provisions listed above under the applicable securities legislation

A. Name and address of the offeror
Walter H. Berukoff
311 West 1st Street 
Vancouver, BC V7M 1B5

 

B. Designation and number or principal amount of securities and the offeror’s security holding percentage in the class of securities of which the offeror acquired ownership or control in the transaction or occurrence giving rise to the obligation to file this report, and whether it was ownership or control that was acquired in those circumstances;On January 31, 2011 Walter Berukoff reported the acquisition of 17,565,772 shares of Lion One Metals Limited (the “Issuer”), pursuant to the RTO of American Eagle Resources Inc., and X-Tal Minerals Corp. (“X-Tal”). In addition to 1,206,000 shares previously held directly and indirectly in X-Tal, the resultant position of 18,771,772 shares represented approximately 48.24% of the issued and outstanding shares of the Issuer at that time (38,908,544). In addition to the common shares Mr. Berukoff also held 150,000 options at a price of $0.50.In 2013 Mr. Berukoff acquired ownership of 475,000 common shares (the “Shares”) of the Issuer, representing approximately 0.79% of the currently issued and outstanding shares of the Issuer which, when combined with the original 18,771,772 Shares totals 19,246,772 Shares, representing approximately 31.98% of the Issuer’s current outstanding Shares (60,175,608).

 

C. The designation and number or principal amount of securities and the offeror’s security holding percentage in the class of securities immediately after the transaction or occurrence giving rise to the obligation to file this report;As a result of the acquisition referred to in paragraph (b), the offeror now beneficially owns or controls 19,246,772 common shares of the Issuer. The 19,246,772 common shares represent approximately 31.98% of the currently issued and outstanding common shares of the Issuer assuming no other common shares had been issued from the date hereof.

 

D. The designation and number or principal amount of securities and the percentage of outstanding securities of the class of securities referred to in paragraph (c) over which (i) the offeror, either alone or together with any joint actors, has ownership and control,The offeror has beneficial ownership and control over 19,246,772 common shares of the Issuer.

The 19,246,772 common shares represent approximately 31.98% of the currently issued and outstanding common shares of the Issuer assuming no other common shares had been issued from the date hereof.

(ii) the offeror, either alone or together with any joint actors, has ownership but control is held by other persons or companies other than the offeror or any joint actor, and

Not applicable.

(iii) the offeror, either alone or together with any joint actors, has exclusive or shared control but does not have ownership: 

Not applicable.

 

E. The name of the market in which the transaction or occurrence that gave rise to the obligation to file this report took place:The securities were acquired by way of (i) the exercise of stock options (ii) purchases through the facilities of the TSX Venture Exchange, and (iii) a private transaction. The shares of the Issuer are listed on the TSX Venture Exchange.

 

F. The value, in Canadian dollars, of any consideration offered per security if the offeror acquired ownership of a security in the transaction or occurrence giving rise to the obligation to file this report:

  1. $0.50 per share for a total of $75,000 paid relating to the exercise of 150,000 options
  2. An average of $0.30 paid per share for 215,000 shares purchased through the facilities of the TSX Venture Exchange, and
  3. No consideration was paid for 110,000 shares acquired privately

 

G. The purpose of the offeror and any joint actors in effecting the transaction or occurrence that gave rise to the obligation to file this report, including any securities of the reporting issuer:The securities were acquired for investment purposes. The offeror may, depending on market and other conditions, increase or decrease his beneficial ownership of or control or direction over the Issuer’s securities, whether in the open market, by privately negotiated agreements or otherwise, subject to a number of factors, including general market conditions and other available investment and business opportunities.

 

H. The general nature and the material terms of any agreement, other than lending arrangements, with respect to securities of the reporting issuer entered into by the offeror, or any joint actor, and the issuer of the securities or any other entity in connection with the transaction or occurrence giving rise to the obligation to file this report, including agreements with respect to the acquisition, holding, disposition or voting of any of the securities:The offeror is not subject to any agreement with respect to the acquisition, holding, disposition or voting of any of the securities.

 

I. The names of any joint actors in connection with the disclosure required by this report:Not applicable.

 

J. In the case of a transaction or 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, the nature and value of the consideration paid by the offeror:No consideration was paid for the 110,000 shares acquired privately

 

K. If applicable, a description of any change in any material fact set out in a previous report by the entity under early warning requirements in respect of the reporting issuer’s securities: Not applicable.

 

L. If applicable, a description of the exemption from securities legislation being relied on by the offeror and the facts supporting that reliance. Not applicable.


DATED at Vancouver, British Columbia, this 19th day of December, 2013.

“Walter H. Berukoff”
Walter H. Berukoff

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