Golden Cariboo Closes Private Placement Tranche One
FORM 13 – NOTICE OF AMENDMENT
OF WARRANT TERMS
January 2015
Page 1
FORM 13
Name of Listed Issuer: Golden Cariboo Resources Ltd. (the “Issuer”).
NOTICE OF AMENDMENT OF WARRANT TERMS
Trading Symbol: CSE-GCC
Date:
Date of Press Release announcing amendment
August 8, 2024
Closing price of underlying shares on the day prior to the announcement: $0.16
: July 29, 2024
Closing price of underlying shares at the time of issuance: $0.245
1. Current terms of warrants to be amended:
Date
Issued
Issue
Price
Exercise
Price
Market
Price of
underlying
shares
Number of
Warrants
Expiry
Date
Percentage
of Warrant
class held by
Insiders
June 25,
2024
$0.0001 $0.28 in
year one,
$0.30 in
year two,
and $0.32
in year
three.
$0.125 2,660,000 36 months
from issue
date
0%
Pursuant to Policy 6, Section 7.4, Amendments are permitted provided that:
a) The warrants are not listed for trading;
b) The exercise price is higher than the current market price;
c) No warrants have been exercised in the last 6 months;
d) At least 10 trading days remain before expiry.
FORM 13 – NOTICE OF AMENDMENT
OF WARRANT TERMS
January 2015
Page 2
2. Amendment(s)
a) Extension – amended expiry date: N/A
The term of a warrant may not extend past the date that would have been
allowed on the date of issuance.
b) Repricing – amended exercise price: $0.25
If the amended price is below the market price of the underlying security at
the time the warrants were issued, and following the amendment the exercise
price is below the closing price of the underlying security for any 10
consecutive trading days by more than the permitted private placement
discount, the term of the warrants must be amended to 30 days. The
amended term must be announced by press release and Form 13 and the 30
day term will commence 7 days from the end of the 10 day period. See Policy
6 section 7.4 for details.
3. Amended terms of warrants:
Date
Issued
Issue
Price
Exercise
Price
Market
Price of
underlying
shares
Number of
Amended
Warrants
Expiry
Date
Percentage
of Warrant
class held by
Insiders
August 8,
2024
$0.0001 $0.25 $0.125 2,660,000 June 25,
2027
0 %
listed Issuers must obtain appropriate corporate approvals prior to any change,
modification or amendment of outstanding warrants or other convertible securities
(including non-listed securities). The amendment of the terms of a warrant (or
other security) may be considered to be the distribution of a new security under
securities laws and require exemptions from legislative requirements.
Furthermore, the amendment of the terms of a security held by an insider or a
related party may be considered to be a related party transaction under Multilateral
Instrument 61-101 and require exemptions from provisions of that rule. Issuers
should consult legal counsel before amending the terms of a security.
FORM 13 – NOTICE OF AMENDMENT
OF WARRANT TERMS
January 2015
Page 3
4. 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.
2. As of the date hereof there is no 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 Policy 1).
4. All of the information in this Form 13 Notice of Amendment of Warrant Terms
is true.
Dated
August 8, 2024
Dale Dobson
Signature
Name of Director or Senior
Officer
CFO
Official Capacity