Butte Energy Inc. Announces Closing of Share Transfer, Convertible Loan and Debt Purchase and Settlement, New Board and Management
BUTTE ENERGY INC.
BUTTE ENERGY INC. ANNOUNCES CLOSING OF SHARE TRANSFER, CONVERTIBLE LOAN
AND DEBT PURCHASE AND SETTLEMENT, NEW BOARD AND MANAGEMENT
FOR IMMEDIATE RELEASE
CALGARY, ALBERTA – January 4, 2018 - Butte Energy Inc. (“ Butte” or the “ Company”) (TSXV:
BEN.H) is pleased to announce further to its news release of December 4, 2017 that it has closed the
transactions contemplated by the following arm’s length agreements:
a share purchase agreement (the “ Share Purchase Agreement”) with Victor Redekop (“ Redekop”),
Bill Baker (“ Baker”) and Stone’s Throw Capital Corp. (“ Stone’s Throw ”) pursuant to which
Redekop and Baker, as vendors, agreed to sell 30,000,000 comm on shares of the Company
(“Common Shares”) to Stone’s Throw for aggregate consideration of $2.00;
a convertible loan agreement (the “ Convertible Loan Agreement”) with Stone’s Throw, pursuant to
which the Company has borrowed the principal amount of $300,00 0 from Stone’s Throw, which will
bear interest at 10% per annum and is repayable on the date that is 12 months from the date of
issuance. The principal amount and accrued interest will be convertible at the option of Stone’s
Throw into units of the Compan y (“Units”) at a conversion price of $0.05 per Unit. Each Unit will
consist of one Common Share and one Common Share purchase warrant (a “ Warrant”). Each
Warrant (substantially in the form attached as Schedule B to the Convertible Loan Agreement, the
“Warrant Certificate”) will entitle the holder to acquire one Common Share at an exercise price of
$0.05 for a period of 12 months from the date they are issued; and
a debt purchase and settlement agreement (the “ DPS Agreement”) with Redekop, Baker, Sand Hill s
Energy Inc. (“Sand Hills”) and Stone’s Throw pursuant to which: (i) Redekop, Baker and Sand Hills
agreed to their indebtedness from the Company in the aggregate amount of $12,966,379.60 (the
“Purchased Debt”); and (ii) the Company and Stone’s Throw agre ed to settle the Purchased Debt by
the issuance to Stone’s Throw of an aggregate of 259,327,592 Common Shares.
Without taking into account any securities which may be issuable upon the conversion of the convertible loan,
on closing, Stone’s Throw holds 289,327,592 of the 303,066,402 of the Common Shares i ssued and
outstanding on closing, representing 95.4% of the issued and outstanding Common Shares, and is a control
person of the Company. If the convertible loan was fully converted and all of the Warrant s exercised, Stone’s
Throw would hold an additional 12,000,000 Common Shares, and so would hold 301,327,592 of the
315,066,402 Common Shares which would then be outstanding, or 95.6% of the Common Shares which would
then be outstanding.
The securities of the Company were acquired by Stone’s Throw for investment purposes. Prior to the closing
of the foregoing transactions, Stone’s Throw held no securities of the Company. Stone’s Throw’s address is
L’Horizon, Gunsite Road, Brittons Hill St. Michael, Barbados, BB14027.
On closing of the transactions, Victor Redekop holds no Common Shares of the Company, and Bill Baker
holds 4,103,922 or 1.4% of the Company’s issued and outstanding Common Shares. Each of Mr. Redekop
and Mr. Baker ceased to be an insider of the Company on closing.
On closing, Ron Tremblay, Lee Bowles and Daniel Vickerman were appointed to the Company’s board of
directors. Mr. Tremblay has been appointed President and Chief Executive Officer, and JoA nne Odette joins
the Company as its Chief Financial Officer . The Company thanks the outgoing board and management of the
Company for their contributions.
For further information please contact:
Butte Energy Inc.
Ron Tremblay, President and CEO
604-636-1917
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies
of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.