FORM 7 MONTHLY PROGRESS REPORT

Transcription

1 FORM 7 MONTHLY PROGRESS REPORT Name of CNSX Issuer: Zara Resources Inc. (the Issuer ). Trading Symbol: ZRI Number of Outstanding Listed Securities: 43,326,660 Date: October 1, 2015 (for the month of September 2015) This Monthly Progress Report must be posted before the opening of trading on the fifth trading day of each month. This report is not intended to replace the Issuer s obligation to separately report material information forthwith upon the information becoming known to management or to post the forms required by the CNSX Policies. If material information became known and was reported during the preceding month to which this report relates, this report should refer to the material information, the news release date and the posting date on the CNSX.ca website. This report is intended to keep investors and the market informed of the Issuer s ongoing business and management activities that occurred during the preceding month. Do not discuss goals or future plans unless they have crystallized to the point that they are "material information" as defined in the CNSX Policies. The discussion in this report must be factual, balanced and non-promotional. General Instructions (a) (b) Prepare this Monthly Progress Report using the format set out below. The sequence of questions must not be altered nor should questions be omitted or left unanswered. The answers to the items must be in narrative form. State when the answer to any item is negative or not applicable to the Issuer. The title to each item must precede the answer. The term Issuer includes the Issuer and any of its subsidiaries. (c) Terms used and not defined in this form are defined or interpreted in Policy 1 Interpretation and General Provisions. Report on Business 1. Provide a general overview and discussion of the development of the Issuer s business and operations over the previous month. Where the Issuer was inactive disclose this fact. The Zara directors continue to seek opportunities to add value to the Company s activities. On September 14, 2015 the Company announced that it intends to seek shareholder approval to change its business to a natural resources investment company. Zara proposes to change its Board of Directors and its Management, seek a dual listing on the London AIM Market while retaining its CSE listing, and raise GBP 4 Million (or approximately CAD$8.2 Million) in a private placement in London. Zara intends to change its corporate name to SmallCap Resource Investments Inc ( SRI ) or a similar name. Page 1

2 Conditional on completion of the dual listing on AIM, the Company intends to acquire minority interests in a number of publicly listed Canadian natural resource companies, utilizing a mixture of cash and newly issued shares in the Company. Nigel Stuart Little will be the new Chairman of the Company. He is the former Group Vice Chairman of Canaccord Capital Corporation, one of the largest investment banking businesses in Canada. Mr Little was President of Canaccord Adams, the European division of Canaccord, for seven years. Previously he headed up the international divisions at Nomura International, Morgan Stanley International, NationsBanc Panmure/WestLB and HSBC James Capel. Since retiring from Canaccord, he has been a Senior Advisor to Kleinwort Benson Bank, and is currently a Senior Advisor to PPR Estates, a London based private real estate investment company. He has been a Director or Chairman of a number of public and private companies involved in technology, finance, natural resources, and real estate. He graduated with an Honors degree in Natural Sciences from the University of London and is a Fellow of The Securities Institute and a Freeman of the City of London. The remaining members of the proposed new board of the Company, will be Alan Molloy as Vice Chairman, Paul Cullingham as CEO, and K. Sethu Raman, Kevin Green and David Lonsdale. Alan Molloy is Chairman of Hillberry Trust Company Limited, a Fiduciary company based in the Isle of Man. He provides independent director and consultancy services, and sits on the Investment Committee of a UK investment management company, having previously been the managing director of the international services of Duncan Lawrie, a British private bank. He is a Fellow of the Institute of Banking in Ireland, a Chartered Fellow of the UK Chartered Institute for Securities and Investments and is a Chartered Wealth Manager. He is also a published author on investment related matters. Paul Cullingham is a director and Vice President of GreenBank Capital Inc, a Canadian merchant bank listed on the Canadian Securities Exchange. He is also a director of five publicly listed mining exploration companies. He is CEO of Ubique Minerals Inc, a private mining exploration company, and of Inside Bay Street Corporation, an online portal for Canadian investors. He has been an investment banker for 29 years specializing in the resource and financial sectors. K. Sethu Raman is a mineral exploration geologist with over 45 years of international experience in all phases of exploration, mine development, acquisitions and operations. He pioneered many new exploration strategies which have led to the discovery of 11 significant gold, silver, copper, zinc, phosphate and uranium deposits located near established mining camps, seven of which went on to become producing gold mines in Canada. As CEO of Holmer Gold Mines Ltd, he discovered the Timmins Gold Deposit for which he later negotiated a business combination with Lake Shore Gold Corp, a publicly listed Canadian mining company. He previously spent 13 years with Campbell Chibougamau Mines/Campbell Resources and the Royex Gold Mining Group of companies (now Barrick Gold Company) in various management positions including Vice President, where he played a key role in the discovery and development of six gold mines in Quebec, Ontario and NWT and in several major acquisitions. He is a director of four publicly listed mining companies in Canada, as well as a publicly listed medical research company. He holds a Ph.D degree in Geology from Carleton University and a UNESCO Post-Graduate Diploma from the University of Vienna, Austria. Kevin Green is a petroleum geologist with over 35 years of experience in the oil and gas sector. He is Technical Director of Northcote Energy Ltd, an AIM listed USA based oil and gas company focused on onshore drilling and production. He has significant senior level expertise covering "well site" to "prospect Page 2

3 generation" with a focus on exploitation, development and secondary oil recovery programs. His expertise includes energy investment banking as a Vice President with Merrill Lynch and Morgan Stanley. Previously he was a geologist with a number of USA based Exploration and Production energy companies. He holds a Batchelor in Geology from Colgate University in New York. David Lonsdale is President and CEO of The Lonsdale Group, a Dallas-based private investor in small cap companies. He is a director of GreenBank Capital Inc (CSE:GBC) a publicly listed Canadian merchant bank. Previously he was for ten years the President of Allegiance Capital Corporation, a private investment bank focusing on mergers and acquisitions, with offices in Dallas, New York, and Chicago. Mr. Lonsdale has successfully built and sold three venture-funded information technology companies, including selling one of them to Microsoft. Earlier in his career he managed corporate divisions of McDonnell Douglas/Boeing and Dun & Bradstreet/A C Nielsen. He obtained his MBA in Finance & Marketing from Cornell University and his B.Sc. in Physics & Mathematics from Leeds Beckett University in the U.K. The Company announces that its directors have approved a share consolidation of its common shares on the basis of one (1) new common share for ten (10) old common shares to be effective October 15, The Company anticipates that effective October 13, 2015, the common shares of the Company will commence trading on the CSE on a consolidated basis under the same stock symbol ZRI. Letters of transmittal describing the process by which shareholders may obtain new certificates representing their consolidated common shares will be mailed shortly to registered shareholders. Shareholders who hold their shares through a broker or other intermediary and do not have shares registered in their name will not be required to complete a letter of transmittal. No fractional shares will be issued under the share consolidation and any fraction will be rounded to the nearest whole number. Following the consolidation and subject to rounding, the company will have 4,332,666 common shares issued and outstanding. Coinciding with the dual listing on AIM, Danny Wettreich, Peter Wanner and Mark Wettreich will retire as directors of the Company. Subject to numerous conditions, including shareholder and regulatory approvals, Zara proposes to transfer 100% ownership of its mineral exploration assets in Ontario to Sonjo Assets Inc ( Sonjo ) a wholly owned subsidiary of Zara, and spin off 100% of Sonjo as a distribution to Zara shareholders. The spin-off will be transacted by way of a statutory plan of arrangement under the Business Corporations Act (British Columbia). Following the spin-off, Sonjo will apply for listing of its common shares on the CSE, although there is no guarantee that such listing application will be successful. A further press release providing more information will be issued by the Company in due course. There is no guarantee that the dual listing on AIM will occur, or that the funding for the proposed private placement will be available, and if available will be on terms acceptable to the Company. Provide a general overview and discussion of the activities of management. During the month, the Zara directors continued to seek opportunities to add value to the Company s activities and arranged the transaction described above. Page 3

4 2. Describe and provide details of any new products or services developed or offered. For resource companies, provide details of new drilling, exploration or production programs and acquisitions of any new properties and attach any mineral or oil and gas or other reports required under Ontario securities law. 3. Describe and provide details of any products or services that were discontinued. For resource companies, provide details of any drilling, exploration or production programs that have been amended or abandoned. 4. Describe any new business relationships entered into between the Issuer, the Issuer s affiliates or third parties including contracts to supply products or services, joint venture agreements and licensing agreements etc. State whether the relationship is with a Related Person of the Issuer and provide details of the relationship. 5. Describe the expiry or termination of any contracts or agreements between the Issuer, the Issuer s affiliates or third parties or cancellation of any financing arrangements that have been previously announced. 6. Describe any acquisitions by the Issuer or dispositions of the Issuer s assets that occurred during the preceding month. Provide details of the nature of the assets acquired or disposed of and provide details of the consideration paid or payable together with a schedule of payments if applicable, and of any valuation. State how the consideration was determined and whether the acquisition was from or the disposition was to a Related Person of the Issuer and provide details of the relationship. 7. Describe the acquisition of new customers or loss of customers. 8. Describe any new developments or effects on intangible products such as brand names, circulation lists, copyrights, franchises, licenses, patents, software, subscription lists and trade-marks. Page 4

5 9. Report on any employee hirings, terminations or lay-offs with details of anticipated length of lay-offs. 10. Report on any labour disputes and resolutions of those disputes if applicable. 11. Describe and provide details of legal proceedings to which the Issuer became a party, including the name of the court or agency, the date instituted, the principal parties to the proceedings, the nature of the claim, the amount claimed, if any, if the proceedings are being contested, and the present status of the proceedings. 12. Provide details of any indebtedness incurred or repaid by the Issuer together with the terms of such indebtedness. 13. Provide details of any securities issued and options or warrants granted. During the month, Zara Resources granted the following securities, and no options or warrants. Security Number Issued Details of Issuance Use of Proceeds (1) (1) State aggregate proceeds and intended allocation of proceeds. 14. Provide details of any loans to or by Related Persons. 15. Provide details of any changes in directors, officers or committee members. None 16. Discuss any trends which are likely to impact the Issuer including trends in the Issuer s market(s) or political/regulatory trends. Page 5

6 Fluctuations in the price of gold per ounce are commonplace, however a significant drop in the price of gold, were it to be long-lasting, could have adverse implications for the company. Certificate Of Compliance The undersigned hereby certifies that: 1. The undersigned is a director and/or senior officer of the Issuer and has been duly authorized by a resolution of the board of directors of the Issuer to sign this Certificate of Compliance. 2. As of the date hereof there were is no material information concerning the Issuer which has not been publicly disclosed. 3. The undersigned hereby certifies to CNSX that the Issuer is in compliance with the requirements of applicable securities legislation (as such term is defined in National Instrument ) and all CNSX Requirements (as defined in CNSX Policy 1). 4. All of the information in this Form 7 Monthly Progress Report is true. Dated October 1, /s/ Danny Wettreich Name of Director or Senior Officer /s/ Danny Wettreich Signature Chief Executive Office. Official Capacity Issuer Details Name of Issuer Zara Resources Inc. Issuer Address 208 Queens Quay West. Suite 2506 City/Province/Postal Code Toronto, Ontario, M5J2Y5 For Month End September 2015 Issuer Fax No. ( ) Date of Report October 1, 2015 Issuer Telephone No. ( 647 ) Page 6

7 Contact Name Daniel Wettreich Contact Address Contact Position CEO Contact Telephone No. (647) Web Site Address Page 7