API.CN · 2019-04-05 12:00:00

Notice of proposed issuance of securities- Form 9

Financings

FORM 9 – NOTICE OF PROPOSED ISSUANCE OF

LISTED SECURITIES

January 2015

Page 1

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FORM 9

NOTICE OF PROPOSED ISSUANCE OF LISTED SECURITIES

(or securities convertible or exchangeable into listed securities1)

Please complete the following:

Name of Listed Issuer: Appia Energy Corp. (the “Issuer”).

Trading Symbol: API .

Date: April 5, 2019 .

Is this an updating or amending Notice:  Yes ⌧ No

If yes provide date(s) of prior Notices: __N/A_____.

Issued and Outstanding Securities of Issuer Prior to Issuance: 64,048,468 .

Date of News Release Announcing Private Placement: April 5, 2019 .

Closing Market Price on Day Preceding the Issuance of the News Release: _$0.33__

1. Private Placement (if shares are being issued in connection with an

acquisition (either as consideration or to raise funds for a cash acquisition),

proceed to Part 2 of this form)

Full Name &

Residential

Address of

Placee

Number of

Securities

Purchase

d or to be

Purchase

price per

Security

(CDN$)

Conversion

Price (if

Applicable)

Prospectus

Exemption

No. of

Securities,

directly or

indirectly,

Owned,

Controlled or

Directed

Payment

Date(1)

Describe

relations

-hip to

Issuer (2)

Maple Leaf

Short Duration

2019 Flow

Through LP

Quebec Class

Vancouver,

500,000 0.40 N/A 2.3(u) 681,750 DAP N/A

Maple Leaf

2019 Flow

Through LP

National Class

Vancouver,

500,000 0.40 N/A 2.3(u) 681,750 DAP N/A

FORM 9 – NOTICE OF PROPOSED ISSUANCE OF

LISTED SECURITIES

January 2015

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(1) 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

been placed in trust pending receipt of all necessary approvals.

(2) Indicate if Related Person.

1An 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 10.

1. Total amount of funds to be raised: $400,000 in flow-through funds.

2. 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. exploration. .

3. Provide particulars of any proceeds which are to be paid to Related Persons

of the Issuer: None

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. Not applicable.

5. Description of securities to be issued:

(a) Class Common .

(b) Number 1,000,000 flow-through shares. .

(d) Voting rights All shares being issued are common shares with

standard voting rights

6. Provide the following information if Warrants, (options) or other convertible

securities are to be issued:

(a) Number N/A

(b) Number of securities eligible to be purchased on exercise of

Warrants (or options)

(d) Expiry date _______________________________ .

FORM 9 – NOTICE OF PROPOSED ISSUANCE OF

LISTED SECURITIES

January 2015

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7. Provide the following information if debt securities are to be issued:

(a) Aggregate principal amount Not applicable .

(b) Maturity date .

(d) Conversion terms .

(e) Default provisions .

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):

__GloRes Capital Inc., 4385 Idlewilde Crescent, Mississauga ON

L5M4E5._

(b) Cash 6% .

(d) Other N/A .

(e) Expiry date of any options, warrants etc. Twelve months from

closing .

(f) Exercise price of any options, warrants etc. $0.40 .

9. State whether the sales agent, broker, dealer or other person receiving

compensation in connection with the placement is Related Person or has any

other relationship with the Issuer and provide details of the relationship No

10. Describe any unusual particulars of the transaction (i.e. tax “flow through”

shares, etc.).

The securities issued are flow-through common shares. .

11. State whether the private placement will result in a change of control.

No. .

FORM 9 – NOTICE OF PROPOSED ISSUANCE OF

LISTED SECURITIES

January 2015

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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. No.

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

45-102. Yes.

2. 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:

2. Provide details of the acquisition including the date, parties to and type of

agreement (eg: sale, option, license etc.) and relationship 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:

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) Total aggregate consideration in Canadian dollars: .

(b) Cash: .

(d) Other: .

(e) Expiry date of options, warrants, etc. if any: .

(f) Exercise price of options, warrants, etc. if any: .

(g) Work commitments: .

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).

FORM 9 – NOTICE OF PROPOSED ISSUANCE OF

LISTED SECURITIES

January 2015

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5. Provide details of any appraisal or valuation of the subject of the acquisition

known to management of the Issuer:

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

Party (If not

individual,

name all

insiders of

the Party)

Number

and Type

Securities

to be

Issued

Dollar

value per

Security

(CDN$)

Conversion

price (if

applicable)

Prospectus

Exemption

No. of

Securities,

directly or

indirectly,

Owned,

Controlled or

Directed by

Party

Describe

relationship

to Issuer (1)

(1) Indicate if Related Person

7. Details of the steps taken by the Issuer to ensure that the vendor has good

title to the assets being acquired:

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 corporation, identify persons owning or exercising voting control

over 20% or more of the voting shares if known to the Issuer):

(b) Cash .

(d) Other .

(e) Expiry date of any options, warrants etc.

(f) Exercise price of any options, warrants etc. .

FORM 9 – NOTICE OF PROPOSED ISSUANCE OF

LISTED SECURITIES

January 2015

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9. State whether the sales agent, broker or other person receiving compensation

in connection with the acquisition is a Related Person or has any other

relationship with the Issuer and provide details of the relationship.

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.

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 14-101) and all Exchange

Requirements (as defined in CSE Policy 1).

4. All of the information in this Form 9 Notice of Issuance of Securities is true.

Dated April 5, 2019. .

William R. Johnstone

Name of Director or Senior

Officer

“William R. Johnstone”

Signature

Assistant Secretary

Official Capacity

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