Central Iron Ore closes $1.83-million rights offering

Executive Summary

• Central Iron Ore Ltd. has successfully closed its rights offering, raising gross proceeds of $1,834,306.84.
• The company issued 25,476,484 units at a price of 7.2 cents per unit, with each unit consisting of one common share and one share purchase warrant.
• Insider affiliate Brooklyn Bay Pty. Ltd. (a subsidiary of Gullewa Ltd.) acquired the majority of the units (22,739,954 units), significantly increasing the beneficial ownership of Mr. David Deitz and his affiliates.

Key Details

• Gross Proceeds: $1,834,306.84
• Units Issued: 25,476,484 units
• Price Per Unit: 7.2 cents
• Unit Composition: Each unit consists of one common share and one share purchase warrant.
• Warrant Terms:
  • Exercise Price: 12 cents per share
  • Expiration Date: October 15, 2030
  • Listing Status: Not listed for trading on any securities exchange; however, warrants are transferable.
• Insider Participation:
  • Brooklyn Bay Pty. Ltd. (wholly owned subsidiary of Gullewa Ltd.) acquired 22,739,954 units.
  • No fees or commissions were paid by the company in connection with the offering.
• Ownership Changes:
  • Prior to closing, Mr. David Deitz beneficially owned or controlled approximately 60.02% of issued and outstanding shares.
  • On closing, Mr. Deitz owned or controlled approximately 71.37% of shares on an undiluted basis and approximately 79.56% on a partially diluted basis.
  • Total shares owned/controlled by Mr. Deitz post-closing: 46,841,908 shares and 26.25 million warrants.
• Regulatory Context:
  • The offering constituted a related-party transaction under TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101.
  • The company relied on exemptions from valuation and minority shareholder approval requirements under MI 61-101 sections 5.5(b) and 5.7(1)(a).
  • No material change report was filed 21 days prior to closing as insider participation details were not settled until shortly before closing.
• Post-Closing Capitalization:
  • Total common shares issued and outstanding as of closing: 65,632,218.
  • Offering remains subject to final acceptance by the TSX Venture Exchange.