Lloyd I. Miller, III acquires securities of Crocodile Gold Corp.
This press release is issued pursuant to Multilateral Instrument 62-104 – Take-Over Bids and Issuer Bids and National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues
MONTREAL, Jan. 5, 2015 /CNW Telbec/ - Lloyd I. Miller, III, the investment advisor to Lloyd I. Miller Trust A-4 ("Trust A-4"), acquired, on January 2, 2015, ownership of 8,267,500 common shares (the "Common Shares") of Crocodile Gold Corp. ("Crocodile") through Trust A-4 The Common Shares were acquired at an average price of USD$0.1201 per common share, or CDN$0.1409 per common share, which is based on the Noon Bank of Canada exchange rate on January 2, 2015. Such acquisition represents approximately 1.63% of the issued and outstanding common shares of Crocodile on a fully diluted basis.
Miller, through Trust A-4, LIMFAM LLC ("LIMFAM"), a limited liability company in respect of which Mr. Miller is the manager, and Milfam II L.P. ("Milfam II"), an entity of which Miller is the manager of the general partner, owns and indirectly controls an aggregate of 21,873,000 Common Shares, representing approximately 4.29% of the outstanding Common Shares of Crocodile. Trust A-4 owns 9,403,000 Common Shares, which represents 1.85% of the outstanding Common Shares, LIMFAM owns 121,500 Common Shares, which represents 0.02% of the outstanding Common Shares, and Milfam II owns 12,348,500 Common Shares, which represents 2.42% of the outstanding Common Shares.
Miller, through personal holdings and through LIMFAM, Milfam II, Milfam III LLC ("Milfam III"), a limited liability company in respect of which Miller is the manager, Trust A-4 and Marli B. Miller Managed Account ("MMMA"), an entity of which Miller is an authorized person, owns and controls an aggregate of US$7,614,232 8% convertible unsecured debentures (the "Debentures"). LIM, a personal investment account, owns US$990,102 Debentures which upon conversion, would represent 4,040,000 Common Shares, and which would represent 0.79% of the then outstanding Common Shares (on a fully diluted basis). LIM IRA, a personal retirement account, owns US$227,946 Debentures which upon conversion, would represent 1,356,000 Common Shares, and which would represent 0.27% of the then outstanding Common Shares (on a fully diluted basis). LIM SEP, a personal retirement account, owns US$472,755 Debentures which upon conversion, would represent 2,292,000 Common Shares, and which would represent 0.45% of the then outstanding Common Shares (on a fully diluted basis). LIMFAM owns US$1,123,908 Debentures which upon conversion, would represent 6,108,000 Common Shares, and which would represent 1.20% of the then outstanding Common Shares (on a fully diluted basis). Milfam II owns US$1,833,944 Debentures which upon conversion, would represent 8,000,000 Common Shares, and which would represent 1.57% of the then outstanding Common Shares (on a fully diluted basis). Milfam III owns US$216,731 Debentures which upon conversion, would represent 1,000,000 Common Shares and which would represent 0.20% of the then outstanding Common Shares (on a fully diluted basis) Trust A-4 owns US$2,258,697 Debentures which upon conversion, would represent 9,000,000 Common Shares, and which would represent 1.77% of the then outstanding Common Shares (on a fully diluted basis). MMMA owns US$490,148 Debentures which upon conversion, would represent 2,000,000 Common Shares, and which would represent 0.39% of the then outstanding Common Shares (on a fully diluted basis).
Assuming the full conversion of the aggregate amount of US$7,614,232 Debentures (which represents an aggregate amount of 33,796,000 Common Shares), on a fully-diluted basis, Miller would beneficially own, directly and indirectly, 55,669,000 Common Shares representing approximately 10.93% of the then outstanding Common Shares.
The Debentures and Common Shares were acquired for investment purposes. Depending on the evolution of Crocodile's business, financial condition, the market for Crocodile securities, general economic conditions and other factors, Miller and his joint actors may acquire additional securities of Crocodile, or sell some or all of the securities they hold, in the open market, by private agreement or otherwise, subject to their availability at attractive prices, market conditions and other relevant factors.
SOURCE Lloyd I. Miller, III
For inquiries or a copy of the related early warning report required under Canadian provincial securities legislation, a copy of which has also been filed on www.sedar.com, please contact: Lloyd I. Miller, III, 3300 South Dixie Highway, Suite 1-365, West Palm Beach, Florida, USA 33405, Telephone: (561) 287-5399; Eric Fangmann, 3300 South Dixie Highway, Suite 1-365, West Palm Beach, Florida, USA 33405, Telephone: (561) 287-5399
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