FORM 9 – NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF LISTED SECURITIES September 2018 Page 1 FORM 9 NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF LISTED SECURITIES (or securities convertible or exchangeable into listed securities1)
FORM 9 – NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF
LISTED SECURITIES
September 2018
Page 1
FORM 9
NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF LISTED
SECURITIES
(or securities convertible or exchangeable into listed securities1)
Name of Listed Issuer: Symbol(s):
Shamrock Enterprises Inc. (the “Issuer”). SRS
Date: February 25, 2019 Is this an updating or amending Notice: X Yes No
If yes provide date(s) of prior Notices: December 28, 2018
Issued and Outstanding Securities of Issuer Prior to Issuance: 42,381,466 .
Pricing
Date of news release announcing proposed issuance: _December 28, 2018________
or
Date of confidential request for price protection: December 28, 2018
Closing Market Price on Day Preceding the news release: $0.03 or
Day preceding request for price protection:
Closing
Number of securities to be issued: 1,243,267
Issued and outstanding securities following issuance: ____43,624,723______________
1.
Part 1. Private Placement
Table 1A – Summary
Each jurisdiction in which
purchasers reside
Number of
Purchasers
Price per
Security
Total dollar value
(CDN$) raised in
the jurisdiction
Alberta, Canada 2 $0.03 $22,500
British Columbia, Canada 4 $0.03 $14,797.70
Total number of purchasers: 6
Total dollar value of distribution in all jurisdictions: $37,297.70
FORM 9 – NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF
LISTED SECURITIES
September 2018
Page 2
Table 1B – Related Persons
Full Name
&Municipali
ty of
Residence
of Placee
Number of
Securities
Purchased
or to be
Purchased
Purchase
price per
Security
(CDN$)
Conversion
Price (if
Applicable)
(CDN$)
Prospectus
Exemption
Total Securities
Previously
Owned,
Controlled or
Directed
Payment
Date(1)
Describe
relations
-hip to
Issuer (2)
Scott Ansell
BC Canada
100,000
units
$0.03 per
unit
$0.05 per
warrant
NI 45-106
2.3
[Accredited
investor]
0 shares
0 warrants
February
15, 2019
Director
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: $37,297.70 in the Second tranche and up
to $500,000 at final close .
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. The proceeds of the offerings will be used for the
following purposes:
To carry out exploration work programs $250,000
To General Working Capital $250,000
3. Provide particulars of any proceeds which are to be paid to Related Persons
of the Issuer: N/A
4. If securities are issued in forgiveness of indebtedness, provide details of the
debt agreement(s) or and the agreement to exchange the debt for securities.
N/A
5. Description of securities to be issued:
(a) Class Non-Flow Through Units consisting of one common share
and 1/2 warrant .
(b) Number 1,243,257 Non-Flow Through Units
(c) Price per security $0.03 Per Non-Flow through Unit
FORM 9 – NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF
LISTED SECURITIES
September 2018
Page 3
(d) Voting rights each common share is entitled to one vote
6. Provide the following information if warrants, (options) or other convertible
securities are to be issued:
(a) Number 621,628 Warrants.
(b) Number of securities eligible to be purchased on exercise of
warrants (or options) 621,628 Common Shares
(c) Exercise price $0.05.
(d) Expiry date 2 years from the date of closing.
7. Provide the following information if debt securities are to be issued:
(a) Aggregate principal amount N/A .
(b) Maturity date N/A .
(c) Interest rate N/A .
(d) Conversion terms N/A .
(e) Default provisions N/A .
8. Provide the following information for any agent’s fee, commission, bonus or
finder’s fee, or ot her 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, and i f a
corporation, identify persons owning or exercising voting control
over 20% or more of the voting shares if known to the Issuer):
1. Leede Jones Gable Inc.
1800 - 1140 West Pender Street
Vancouver, B.C. V6E 4G1
(b) Cash $1,275.00 .
(c) Securities 42,500 Warrants .
(d) Other N/A .
(e) Expiry date of any options, warrants etc. 2 years from date of issue.
(f) Exercise price of any options, warrants etc. $0.05 .
FORM 9 – NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF
LISTED SECURITIES
September 2018
Page 4
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 N/A .
10. Describe any unusual particulars of the transaction (i.e. tax “flow through”
shares, etc.).
Pursuant to the provisions in the Income Tax Act (Canada), incur eligible CEE (the "Qualifying
Expenditures"), after the closing date and prior to December 31, 2019 in the aggregate
amount of not less than the total amount of the gross proceeds raised from the issue of the
subject flow-through common shares. The Company shall renounce the Qualifying
Expenditures so incurred to the purchasers of the flow-through common shares on or prior
to December 31, 2019.
11. State whether the private placement will result in a change of control.
N/A .
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
45-102 Resale of Securities.
FORM 9 – NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF
LISTED SECURITIES
September 2018
Page 5
Part 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: N/A
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: N/A
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: N/A .
(b) Cash: N/A .
(c) Securities (including options, warrants etc.) and dollar value: N/A .
(d) Other: N/A .
(e) Expiry date of options, warrants, etc. if any: N/A .
(f) Exercise price of options, warrants, etc. if any: N/A .
(g) 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:N/A
FORM 9 – NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF
LISTED SECURITIES
September 2018
Page 6
Name of
Party (If not
an
individual,
name all
insiders of
the Party)
Number
and Type
of
Securities
to be
Issued
Dollar
value per
Security
(CDN$)
Conversion
price (if
applicable)
Prospectus
Exemption
Total
Securities,
Previously
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: 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, andi f a
corporation, identify persons owning or exercising voting control
over 20% or more of the voting shares if known to the Issuer): N/A
.
(b) Cash N/A .
(c) Securities N/A .
(d) Other N/A .
(e) Expiry date of any options, warrants etc. N/A
(f) 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 Related Person or has any other
relationship with the Issuer and provide details of the relationship. 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
FORM 9 – NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF
LISTED SECURITIES
September 2018
Page 7
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 Issuer has obtained the express written consent of each applicable
individual to:
(a) the disclosure of their information to the Exchange pursuant to this Form
or otherwise pursuant to this filing; and
(b) the collection, use and disclosure of their information by the Exchange in
the manner and for the purposes described in Appendix A or as otherwise
identified by the Exchange, from time to time
4. 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).
5. All of the information in this Form 9 Notice of Issuance of Securities is true.
Dated February 25, 2019 .
Bob Faris
Name of Director or Senior
Officer
/s/ Bob Faris
Signature
Director and CEO
Official Capacity