Douglas B. Johnson Acquires Securities of Confederation Minerals Ltd.
DOUGLAS B. JOHNSON PO Box 1045 , HSBC Building Suite 1320, 885 West Georgia Street Vancouver, B.C. V6C 3E8
January 26, 2012 FOR IMMEDIATE RELEASE
Douglas B. Johnson Acquires Securities of Confederation Minerals Ltd.
Vancouver, British Columbia, Canada/January 26, 2012 ‐‐ Douglas B. Johnson, announces that on January 17, 2012, he exercised 1,400,000 share purchase warrants to acquire 1,400,000 common shares (“Common Shares”) of Confederation Minerals Ltd. (“Confederation”) in the account Douglas B. Johnson. Following completion of the transaction, including previous holdings, Mr. Johnson directly and indirectly has beneficial ownership of 5,669,000 Common Shares of Confederation representing approximately 10.4% issued and outstanding Common Shares and rights to acquire an additional 737,500 Common Shares upon the exercise of warrants. In the event that the warrants are fully exercised, the direct and indirect holdings o f Mr. Johnson would represent a total of 6,406,500 Common Shares of Confederation, or approximately 11.6% of the issued and outstanding Common Shares, calculated on a partially diluted basis.
This transaction was made for investment purposes and Douglas B. Johnson can increase or decrease his investment in Confederation depending on market conditions or any other relevant factor in accordance with the provisions of applicable securities laws.
EARLY WARNING REPORT
Made Pursuant To Mutilateral Instrument 62‐104 – Take‐Over Bids and Issuer Bids, National Instrument 62‐103 – The Early Warning System and Related Take‐Over bid and Insider Reporting Issues and Section 102.1 of the Securities Act (Ontario)
This report is made pursuant to the provisions of the securities legislation referred to above in connection with certain acquisitions of securities of Confederation Minerals Limted (“Confederation”).
1. Name and address of Offeror
Douglas B. Johnson PO BOX 1045, HSBC Building Suite 1320 ‐ 885 West Georgia Street Vancouver, BC, V6C 3E8
2. Designation and number of principle 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 the news release, and whether it was ownership or control that was acquired in those circumstances.
On March 4, 2011, he acquired 475,000 common shares (“Common Shares”) and 237,500 common share purchase warrants (the “Warrants”) of Confederation Minerals Ltd.
(“Confederation”) in the account Douglas B. Johnson, and 1,000,000 common shares and 500,000 common share purchase warrants indirectly through ownership in Pathfinder Equanimity Fund. Each Warrant entitles the holder thereof to acquire one additional common share at a price of $1.00 until July 3, 2012. In the event that the Warrants are fully exercised, these holdings represent approximately 5% of the total issued and outstanding common shares of Confederation as at March 15, 2011, calculated on a partially diluted basis assuming the exercise of the Warrants.
3. Designation and number of principle 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 the new release.
Immediately following the acquisition noted in Item 2 above, the Offeror owns an aggregate of 3,775,000 common shares of Confederation and rights to acquire an additional 2,137,500 common shares of Confederation upon exercise of Warrants. In the event that the Warrants are fully exercised, the holdings of Douglas B. Johnson represents a total of 5,766,500 common shares of Confederation, or approximately 13% of all issued and outstanding common shares as at March 15, 2011, calculated on a partially diluted basis assuming the exercise of the warrants.
4. Designation and number or principle amount of securities and the percentage of outstanding securities of the class of securities referred to in paragraph 3 over which:
(a) The Offeror, either alone or together with any joint actors, has ownership and control;
See 2. Above.
(b) 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
NIL
(c) The Offeror, either alone or together with any joint actors, has exclusive or shared control but does not have ownership
NIL
5. (a) The name of the market where the transaction or occurrence that gave rise to the news release took place.
N/A
(b) 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 a news release:
See Item 9, below.
6. The purpose of the Offeror an any joint actors in effecting the transaction or occurrence that gave rise to the news release, including any future intention to acquire ownership of, or control over, additional securities of the reporting issuer.
The Common Shares and Warrants noted in item 2 above were acquired for investment purposes. The Offeror may from time to time acquire additional securities it holds or will hold, or may continue to hold its current position.
7. The general nature and 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 news release, including agreements with respect to the acquisition, holding, or disposition or voting of any securities.
These Common Shares and Warrants noted in item 2 above were acquired pursuant to a prospectus offering dated February 10, 2011.
8. Names of joint actors in connection with the disclosure required in this report.
N/A
9. 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.
The Common Shares and Warrants noted in item 2 above were acquired pursuant to participation in a prospectus offering for aggregate consideration of $988,250 ($0.67 per unit). Each Warrant entitles the holder thereof to acquire one additional common share at a price of $1.00 until July 3, 2012.
10. If applicable, a description of any change in any material fact set out in a previous report by the entity under the early warning requirements of Part 4 in respect of the reporting issuer’s securities.
N/A
11. If applicable, a description of the exemption from securities legislation being relied on by the Offeror and the facts supporting that reliance.
N/A
Dated as of the 15th day of March, 2011.