Early Warning Report Issued Pursuant to National Instrument 62-103 in Connection with the Acquisition of Shares of PUDO Inc.
TORONTO, June 27, 2025 /CNW/ - Richard Cooper (" Mr. Cooper"), announces that he has filed an early warning report (the " Early Warning Report") under National Instrument 62-103 — The Early Warning System and Related Take-Over Bid and Insider Reporting Issues for himself and for a joint actor, Cardinal Couriers Ltd. (" Cardinal" and together with Mr. Cooper, the " Acquirors") in connection with the acquisition of common shares (" Shares") of PUDO Inc. (the " Company"). Mr. Cooper controls Cardinal.
Cardinal
On March 1, 2023, as a result of an amalgamation (" Amalgamation") of RHC Spitfire Corporation (" Spitfire") and GCC Ferrari Corp. with Cardinal, Cardinal acquired 1,489,314 Shares. No amount was given for the Shares acquired pursuant to the Amalgamation. Prior to the Amalgamation, Cardinal held 2,476,292 Shares representing 9.1 % of the outstanding Shares of the Company. Immediately after Amalgamation, Cardinal held 3,965,606 Shares representing 14.5 % of the outstanding Shares of the Company.
On March 7, 2025, the Company settled (" 2025 Settlement") certain debt owed by the Company to Cardinal by issuance of 1,877,511 Shares. The total value of the debt subject to the 2025 Settlement was $253,463, which represented a value of $0.135 per Share. Prior to the 2025 Settlement, Cardinal held 3,965,606 Shares representing 14.5% of the outstanding Shares of the Company. Immediately after Settlement, Cardinal held 5,843,117 Shares representing 17.6% of the outstanding Shares of the Company.
Mr. Cooper
On November 7, 2019, the Company settled (" 2019 Settlement") certain debt owed by the Company to (i) Cardinal by issuance of Shares resulting in the issuance of 1,715,555 Shares, and (ii) Spitfire by issuance of Shares resulting in the issuance of 111,111 Shares.
Immediately prior to November 7, 2019, Mr. Cooper, who controls Spitfire and Cardinal, held directly and indirectly, a total of 670,645 Shares representing 4.0% of the outstanding Shares of the Company . Mr. Cooper then indirectly, through Cardinal and Spitfire pursuant to the 2019 Settlement, acquired 1,826,666 Shares. Immediately after the 2019 Settlement, Mr. Cooper directly and indirectly held 2,497,311 Shares representing 11.6% of the outstanding Shares of the Company.
Mr. Cooper, immediately before March 1, 2023, directly and indirectly held a total of 2,803,161 Shares representing 10.3% of the outstanding Shares of the Company. As a result of the Amalgamation, Mr. Cooper indirectly acquired 1,489,314 Shares. Immediately after Amalgamation, Mr. Cooper directly and indirectly held 4,292,475 Shares representing 15.7 % of the outstanding Shares of the Company.
Mr. Cooper, immediately before March 7, 2025, directly and indirectly held a total of 4,292,475 Shares representing 15.7% of the outstanding Shares of the Company. Mr. Cooper then indirectly, through Cardinal pursuant to the 2025 Settlement, acquired 1,877,511 Shares. Immediately after the 2025 Settlement, Mr. Cooper directly and indirectly held 6,354,986 Shares representing 19.1 % of the outstanding Shares of the Company.
The Acquirors may acquire additional securities of the Company, dispose of some or all of the existing or additional securities it holds or will hold, or may continue to hold its current position, depending on market conditions and other relevant factors.
Hashtags
Try Our AI Features
Explore what Daily8 AI can do for you:
Comments
No comments yet...
Related Articles
Cision Canada
2 hours ago
- Cision Canada
GreenPower Closes Fourth Tranche of Term Loan Offering
VANCOUVER, BC, June 27, 2025 /CNW/ -- GreenPower Motor Company Inc. (Nasdaq: GP) (TSXV: GPV) ("GreenPower" and the "Company"), a leading manufacturer and distributor of all-electric, purpose-built, zero-emission medium and heavy-duty vehicles serving the cargo and delivery market, shuttle and transit space and school bus sector, announces the closing of the fourth tranche of its previously announced secured term loan offering for an aggregate principal amount of U.S. $200,000 (collectively the " Loans"). Please refer to the Company's news release dated May 13, 2025 for more details regarding the term loan offering. In connection with the Loans, the Company entered into respective loan agreements with companies controlled by the CEO and a Director of the Company (the " Lenders"). Management anticipates that the Company will allocate the net proceeds from the Loans towards production costs, supplier payments, payroll and working capital. The Loans are secured with a general security agreement on the assets of the Company subordinated to all senior debt with financial and other institutions and will bear interest of 12% per annum commencing on the date of closing (the " Closing Date") to and including the date all of the Company's indebtedness pursuant to the Loans is paid in full. The term of the Loans will be two years from the Closing Date. As an inducement for the Loan, the Company issued 263,157 non-transferable share purchase warrants (each, a " Loan Bonus Warrant") to one of the Lenders. Each Loan Bonus Warrant entitles the holder to purchase one common share of the Company (each, a " Share") at an exercise price of U.S. $0.38 per Share for a period of twenty-four (24) months from the closing date of the Loan. In addition, one Lender will be issued an aggregate of 52,631 Shares (each a " Loan Bonus Share"). The Lenders are each considered to be a "related party" within the meaning of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (" MI 61-101") and each of the Loans and issuance of Loan Bonus Warrants and Loan Bonus Shares, as applicable, is considered to be a "related party transaction" within the meaning of MI 61-101 but each is exempt from the formal valuation requirement and minority approval requirements of MI 61-101 by virtue of the exemptions contained in section 5.5(a) and 5.7(a) as the fair market value, in each case, of the Loans, the Loan Bonus Warrants, and the Loan Bonus Shares, as applicable, is not more than 25% of the Company's market capitalization. All securities issued in connection with the Loans will be subject to a statutory hold period of four months plus a day from the closing of the Initial Loan in accordance with applicable securities legislation. For further information contact: Fraser Atkinson, CEO (604) 220-8048 Brendan Riley, President (510) 910-3377 Michael Sieffert, CFO (604) 563-4144 About GreenPower Motor Company Inc. GreenPower designs, builds and distributes a full suite of high-floor and low-floor all-electric medium and heavy-duty vehicles, including transit buses, school buses, shuttles, cargo van and a cab and chassis. GreenPower employs a clean-sheet design to manufacture all-electric vehicles that are purpose built to be battery powered with zero emissions while integrating global suppliers for key components. This OEM platform allows GreenPower to meet the specifications of various operators while providing standard parts for ease of maintenance and accessibility for warranty requirements. GreenPower was founded in Vancouver, Canada with primary operational facilities in southern California. Listed on the Toronto exchange since November 2015, GreenPower completed its U.S. IPO and NASDAQ listing in August 2020. For further information go to Forward-Looking Statements This news release includes certain "forward-looking statements" under applicable Canadian securities legislation that are not historical facts. Forward-looking statements are not based on historical facts, but rather on current expectations and projections about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. These statements generally can be identified by the use of forward-looking words such as "upon", "may", "should", "will", "could", "intend", "estimate", "plan", "anticipate", "expect", "believe" or "continue", or the negative thereof or similar variations. Forward-looking statements in this news release include, but are not limited to, statements with respect to the expectations of management regarding the use of proceeds of the Loan. Although the Company believes that and the expectations reflected in the forward-looking information are reasonable, there can be no assurance that such expectations will prove to be correct. Such forward-looking statements are subject to risks and uncertainties that may cause actual results, performance or developments to differ materially from those contained in the statements including that the proceeds of the Loan may not be used as stated in this news release, and those additional risks set out in the Company's public documents filed on SEDAR+ at and with the United States Securities and Exchange Commission filed on EDGAR at Although the Company believes that the assumptions and factors used in preparing the forward-looking statements are reasonable, undue reliance should not be placed on these statements, which only apply as of the date of this news release, and no assurance can be given that such events will occur in the disclosed time frames or at all. Except where required by law, the Company disclaims any intention or obligation to update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise. Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. ©2025 GreenPower Motor Company Inc. All rights reserved.
Cision Canada
4 hours ago
- Cision Canada
NORTHCLIFF ANNOUNCES CLOSING OF $1.2 MILLION PRIVATE PLACEMENT FINANCING
VANCOUVER, BC, June 27, 2025 /CNW/ - Northcliff Resources Ltd. ("Northcliff" or the "Company") (TSX: NCF) is pleased to announce that further to its press release dated June 19, 2025, it has closed a non-brokered private placement (the "Private Placement") of 19,842,128 common shares of the Company at a price of $0.06 per common share for gross proceeds to the Company of $1,190,527.68. Proceeds of the Private Placement will be used to fund the Company's share of expenditures related to the Sisson Project and for working capital and general corporate purposes. About Northcliff Resources Ltd. Northcliff is a mineral resource company focused on advancing the feasibility-stage Sisson Tungsten-Molybdenum Project located in New Brunswick, Canada, to production. Additional information on Northcliff is available on the website at Investor services can be reached at (604) 684-6365 or within North America at 1-800-667-2114. Andrew Ing Chairman, President & CEO
Cision Canada
4 hours ago
- Cision Canada
Early Warning Report Issued Pursuant to National Instrument 62-103 in Connection with the Acquisition of Shares of PUDO Inc.
TORONTO, June 27, 2025 /CNW/ - Richard Cooper (" Mr. Cooper"), announces that he has filed an early warning report (the " Early Warning Report") under National Instrument 62-103 — The Early Warning System and Related Take-Over Bid and Insider Reporting Issues for himself and for a joint actor, Cardinal Couriers Ltd. (" Cardinal" and together with Mr. Cooper, the " Acquirors") in connection with the acquisition of common shares (" Shares") of PUDO Inc. (the " Company"). Mr. Cooper controls Cardinal. Cardinal On March 1, 2023, as a result of an amalgamation (" Amalgamation") of RHC Spitfire Corporation (" Spitfire") and GCC Ferrari Corp. with Cardinal, Cardinal acquired 1,489,314 Shares. No amount was given for the Shares acquired pursuant to the Amalgamation. Prior to the Amalgamation, Cardinal held 2,476,292 Shares representing 9.1 % of the outstanding Shares of the Company. Immediately after Amalgamation, Cardinal held 3,965,606 Shares representing 14.5 % of the outstanding Shares of the Company. On March 7, 2025, the Company settled (" 2025 Settlement") certain debt owed by the Company to Cardinal by issuance of 1,877,511 Shares. The total value of the debt subject to the 2025 Settlement was $253,463, which represented a value of $0.135 per Share. Prior to the 2025 Settlement, Cardinal held 3,965,606 Shares representing 14.5% of the outstanding Shares of the Company. Immediately after Settlement, Cardinal held 5,843,117 Shares representing 17.6% of the outstanding Shares of the Company. Mr. Cooper On November 7, 2019, the Company settled (" 2019 Settlement") certain debt owed by the Company to (i) Cardinal by issuance of Shares resulting in the issuance of 1,715,555 Shares, and (ii) Spitfire by issuance of Shares resulting in the issuance of 111,111 Shares. Immediately prior to November 7, 2019, Mr. Cooper, who controls Spitfire and Cardinal, held directly and indirectly, a total of 670,645 Shares representing 4.0% of the outstanding Shares of the Company . Mr. Cooper then indirectly, through Cardinal and Spitfire pursuant to the 2019 Settlement, acquired 1,826,666 Shares. Immediately after the 2019 Settlement, Mr. Cooper directly and indirectly held 2,497,311 Shares representing 11.6% of the outstanding Shares of the Company. Mr. Cooper, immediately before March 1, 2023, directly and indirectly held a total of 2,803,161 Shares representing 10.3% of the outstanding Shares of the Company. As a result of the Amalgamation, Mr. Cooper indirectly acquired 1,489,314 Shares. Immediately after Amalgamation, Mr. Cooper directly and indirectly held 4,292,475 Shares representing 15.7 % of the outstanding Shares of the Company. Mr. Cooper, immediately before March 7, 2025, directly and indirectly held a total of 4,292,475 Shares representing 15.7% of the outstanding Shares of the Company. Mr. Cooper then indirectly, through Cardinal pursuant to the 2025 Settlement, acquired 1,877,511 Shares. Immediately after the 2025 Settlement, Mr. Cooper directly and indirectly held 6,354,986 Shares representing 19.1 % of the outstanding Shares of the Company. The Acquirors may acquire additional securities of the Company, dispose of some or all of the existing or additional securities it holds or will hold, or may continue to hold its current position, depending on market conditions and other relevant factors.
