Early Warning Press Release in Respect of SAIS Limited

2019-10-17 09:45 10137

TORONTO, Oct. 17, 2019 /PRNewswire/ -- This press release is being disseminated by Mark Irwin pursuant to National Instrument 62-103 - The Early Warning System and Related Take-Over Bids and Insider Reporting Issues in connection with Mr. Irwin's acquisition of certain Ordinary Shares (the "Transaction") of SAIS Limited (TSXv: SAIS) (the "Company").

On October 15, 2019, Mr. Irwin acquired: (i) 7,583,065 Ordinary Shares from El Greco International Investments S.R.L.; (ii) 4,580,063 Ordinary Shares from the Claude Dauphin Estate; and (iii) 163,800 Ordinary Shares from Catherine Dauphin, for aggregate consideration of $1.00.

Prior to the completion of the Transaction, Mr. Irwin owned 4,681,463 Ordinary Shares, representing 14.45% of the then total issued and outstanding Ordinary Shares of the Company. Immediately following the acquisition of the Ordinary Shares, Mr. Irwin owned and controlled a total of 17,008,391 Ordinary Shares, representing 52.51% of the Company's issued and outstanding Ordinary Shares.

As a result of the completion of the Transaction, Mr. Irwin became a "control person" of the Company. At the Company's Annual General and Special Meeting held on August 30, 2019, disinterested shareholders of the Company voted to approve Mr. Irwin becoming a new "control person", pursuant to the policies of the TSX Venture Exchange.

The Ordinary Shares were acquired in a private transaction pursuant to the private agreement exemption from the take-over bid requirements of National Instrument 62-104 – Take-Over Bids and Issuer Bids on the basis that the Ordinary Shares were acquired from less than five vendors at a purchase price not exceeding 115% of the then market price of the Company's Ordinary Shares.

Mr. Irwin has acquired the Ordinary Shares for investment purposes only and in accordance with applicable securities laws. Mr. Irwin may, from time to time, acquire additional Ordinary Shares and/or other equity, debt or other securities or instruments (collectively, "Securities") of the Company in the open market and reserves the right, subject to applicable securities law, to dispose of any or all of its Securities in the open market or otherwise at any time and from time to time, and to engage in similar transactions with respect to the Securities, the depending on market conditions, the business and the prospects of the Company and other relevant factors.

The Company is located at 8 Cross Street, Manulife Tower, #18-01, Singapore, Singapore 048424. A copy of the early warning report dated October 15, 2019 to be filed by Mr. Irwin in connection with the Transaction will be available on SEDAR at under the Company's profile.

Source: SAIS Limited
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