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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Common Stock Purchase Warrant | $ 0.15 | 03/01/2019 | P | 500,000 | 03/02/2019 | 01/25/2024 | Common Stock | 500,000 | (3) | 7,935,000 | D (1) (5) (6) (7) (8) | ||||
| Common Stock Purchase Warrant | $ 0.35 | 03/01/2019 | S(2) | 4,500,000 | 01/26/2018 | 01/25/2024 | Common Stock | 4,500,000 | (4) | 7,935,000 | D (1) (5) (6) (7) (8) | ||||
| Common Stock Purchase Warrant | $ 0.35 | 03/01/2019 | S(2) | 500,000 | 06/01/2018 | 01/25/2024 | Common Stock | 500,000 | (4) | 7,935,000 | D (1) (5) (6) (7) (8) | ||||
| Common Stock Purchase Warrant | $ 0.35 | 03/01/2019 | S(2) | 100,000 | 06/14/2018 | 01/25/2024 | Common Stock | 100,000 | (4) | 7,935,000 | D (1) (5) (6) (7) (8) | ||||
| Common Stock Purchase Warrant | $ 0.35 | 03/01/2019 | S(2) | 1,500,000 | 08/31/2018 | 01/25/2024 | Common Stock | 1,500,000 | (4) | 7,935,000 | D (1) (5) (6) (7) (8) | ||||
| Common Stock Purchase Warrant | $ 0.35 | 03/01/2019 | S(2) | 835,000 | 09/01/2018 | 01/25/2024 | Common Stock | 835,000 | (4) | 7,935,000 | D (1) (5) (6) (7) (8) | ||||
| Common Stock Purchase Warrant | $ 0.15 | 03/01/2019 | P(2) | 4,500,000 | 03/02/2019 | 01/25/2024 | Common Stock | 4,500,000 | (4) | 7,935,000 | D (1) (5) (6) (7) (8) | ||||
| Common Stock Purchase Warrant | $ 0.15 | 03/01/2019 | P(2) | 500,000 | 03/02/2019 | 01/25/2024 | Common Stock | 500,000 | (4) | 7,935,000 | D (1) (5) (6) (7) (8) | ||||
| Common Stock Purchase Warrant | $ 0.15 | 03/01/2019 | P(2) | 100,000 | 03/02/2019 | 01/25/2024 | Common Stock | 100,000 | (4) | 7,935,000 | D (1) (5) (6) (7) (8) | ||||
| Common Stock Purchase Warrant | $ 0.15 | 03/01/2019 | P(2) | 1,500,000 | 03/02/2019 | 01/25/2024 | Common Stock | 1,500,000 | (4) | 7,935,000 | D (1) (5) (6) (7) (8) | ||||
| Common Stock Purchase Warrant - | $ 0.15 | 03/01/2019 | P(2) | 835,000 | 03/02/2019 | 01/25/2024 | Common Stock | 835,000 | (4) | 7,935,000 | D (1) (5) (6) (7) (8) | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Beedie Investments Ltd 1730-1111 WEST GEORGIA STREET VANCOUVER, A1 V6E 4M3 |
X | |||
| Beedie OYII Holdings Ltd. 1730-1111 WEST GEORGIA STREET VANCOUVER, A1 V6E 4M3 |
X | |||
| Beedie Holdings Ltd. 1730-1111 WEST GEORGIA STREET VANCOUVER, A1 V6E 4M3 |
X | |||
| Ryan Beedie Family Trust III 1730-1111 WEST GEORGIA STREET VANCOUVER, A1 V6E 4M3 |
X | |||
| 4358 Investments Ltd 1730-1111 WEST GEORGIA STREET VANCOUVER, A1 V6E 4M3 |
X | |||
| Beedie Ryan 1730-1111 WEST GEORGIA STREET VANCOUVER, A1 V6E 4M3 |
X | |||
| /s/ Ryan Beedie, President | 03/05/2019 | |
| **Signature of Reporting Person | Date | |
| /s/ Ryan Beedie, President | 03/05/2019 | |
| **Signature of Reporting Person | Date | |
| /s/ Ryan Beedie, President | 03/05/2019 | |
| **Signature of Reporting Person | Date | |
| /s/ Ryan Beedie, President | 03/05/2019 | |
| **Signature of Reporting Person | Date | |
| /s/ Ryan Beedie, President | 03/05/2019 | |
| **Signature of Reporting Person | Date | |
| /s/ Ryan Beedie | 03/05/2019 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Beedie Investments Limited ("BIL") directly owns warrants to acquire 7,935,000 shares of Common Stock of the Issuer. This Form 4 is being jointly filed by Beedie Investments Limited, a British Columbia, Canada corporation; which is 100% owned by Beedie OYII Holdings Limited, a British Columbia, Canada corporation; which is 100% owned by Beedie Holdings Limited, a British Columbia, Canada corporation; which is 100% owned by Ryan Beedie Family Trust III; 4358 Investments Limited, which is the trustee and has full control over Ryan Beedie Family Trust III; and Ryan Beedie, an individual Canadian citizen who is the trustee and sole beneficiary of the Ryan Beedie Family Trust III. All of the Reporting Persons are affiliated entities with same contact information. |
| (2) | As partial consideration for agreeing to enter into the Fifth Amendment (defined below), the Issuer reduced the exercise price for all warrants to $0.15. |
| (3) | The warrants were issued as a result of the additional funding under the Fifth Amendment (defined below) of $500,000 pursuant to the terms of the Credit Agreement (defined below). |
| (4) | The acquisition and disposition of these Warrants resulted from a change in exercise price of the Warrants from $0.35 to $0.15 per share. |
| (5) | Prior to March 1, 2019, the Reporting Persons, through BIL's direct beneficial ownership, beneficially owned warrants to purchase Common Stock in the Issuer at an exercise price of $0.35 per share ("Warrants"), which represented the right to purchase within sixty days 7,435,000 shares of Common Stock. On January 25, 2018, the Issuer entered into a non-revolving term credit agreement (the "Credit Agreement") with BIL to borrow up to a maximum of $7,000,000. In connection with the Credit Agreement, the Issuer issued Warrants to BIL whereby for every dollar borrowed and outstanding by Issuer from BIL, BIL would be entitled to purchase one share of Common Stock at an exercise price of $0.35 per share, up to 7,000,000 shares. Concurrent with the execution of the Credit Agreement, Issuer borrowed $4,500,000 and therefore BIL was entitled to Warrants for up to 4,500,000 shares as of January 26, 2018. |
| (6) | On May 31, 2018, the Issuer and BIL entered into the First Amendment to the Credit Agreement, and in partial consideration of the foregoing amendment, the Issuer issued to BIL an additional 100,000 Warrants that were not tied to borrowing amount. On June 13, 2018, the Issuer and BIL entered into the Second Amendment to the Credit Agreement, and in partial consideration of the foregoing amendment, the Issuer issued to BIL an additional 500,000 Warrants that were not tied to borrowing amount. On August 31, 2018, the Issuer and BIL entered into the Third Amendment to the Credit Agreement, whereby the Issuer borrowed an additional $1,500,000 under the Credit Agreement, which resulted in an BIL being entitled to 1,500,000 additional Warrants in connection with the additional borrowing, and, in partial consideration for entering into the foregoing amendment, Issuer issued to BIL an additional 835,000 Warrants. |
| (7) | Now, on March 1, 2019, the Issuer and BIL entered into the Fifth Amendment to the Credit Agreement ("Fifth Amendment"), whereby the Issuer borrowed an additional $500,000 under the Credit Agreement, which resulted in BIL being entitled to 500,000 additional warrants in connection with the additional borrowing. Also in connection with the Fifth Amendment and as set forth above, the 7,345,000 Warrants had their exercise price changed from $0.35 to $0.15. |
| (8) | In addition, up to 500,000 additional shares of Common Stock under the Warrants will be issued and exercisable on a pro rata basis to additional amounts borrowed if and when advanced under the Credit Agreement. The Warrants are exercisable for cash until January 25, 2024. The Warrants will be exercisable on a cashless basis at its expiration if notice of expiration is not timely provided by the Issuer to BIL. The funding for the Credit Agreement came from the working capital of BIL. None of the Warrants have been exercised as of the date hereof. |