Sunward Resources Ltd (SNWRF: OTC Link) | News Release

News Release – Early Warning Report

Feb 02, 2012

OTC Disclosure News Service

Vancouver, BC, Canada –

EARLY WARNING REPORT UNDER

NATIONAL INSTRUMENT 62-103

1. Name and Address of offeror:

Gold First Investments Limited (“Gold First”)

Unit B, 16/F, W Square

314 -324 Hennessy Road

Wanchai, Hong Kong

 

2. Designation and number or principal amount of securities and the offeror’s securityholding

percentage in the class of securities of which the offeror acquired ownership or control in the

transaction or occurrence giving rise to the obligation to file the news release, and whether it

was ownership or control that was acquired in those circumstances:

 

Gold First acquired (the “Acquisition”) ownership and control over 5,000,000 common shares of

Sunward Resources Ltd. (“Sunward”). The 5,000,000 common shares represent approximately

3.55% of the issued and outstanding common shares of Sunward.1 Gold First is a privately

owned Hong Kong based company with its two shareholders being Notela Resource Advisors

Ltd. (“Notela”) and Lakeview Group Holdings Limited. Mr. Philip O’Neill, a director of

Sunward, and Mr David Forest, a senior officer of Sunward, each own 33.3% of the shares of

Notela.

 

3. Designation and number or principal amount of securities and the offeror’s securityholding

percentage in the class of securities immediately after the transaction or occurrence giving rise to

the obligation to file the news release:

 

After giving effect to the Acquisition, Gold First has beneficial ownership and control over

46,400,000 common shares of Sunward representing 32.96% of the issued and outstanding

common shares of Sunward.1

 

4. Designation and number or principal amount of securities and the percentage of outstanding

securities of the class of securities referred to in paragraph (c) over which

 

(a) the offeror, either alone or together with any joint actors, has ownership and control:

 

Gold First has beneficial ownership and control over 46,400,000 common shares of Sunward,

representing 32.96% of the issued and outstanding common shares of Sunward.1

 

(b) the offeror, either alone or together with any joint actors, has ownership but control is held by

other persons or companies other than the offeror or any joint actor:

 

Not applicable

 

(c) the offeror, either alone or together with any joint actors, has exclusive or shared control but

does not have ownership:

 

Not applicable

 

 

 

 

 

 

1 This does not include 1,300,000 issued common shares held by Sunward Holdings Ltd., a wholly owned

subsidiary of Sunward.

 

 

– 2 –

 

5. Name of the market in which the transaction or occurrence that gave rise to the news release took

place:

 

Not applicable.

 

6. The value, in Canadian dollars, of any consideration offered per security if the offeror acquired

ownership of a security in the transaction or occurrence giving rise to the obligation to file a

news release:

 

Not applicable. See item 10 below.

 

7. Purpose of the offeror and any joint actors in effecting the transaction or occurrence that gave

rise to the news release, including any future intention to acquire ownership of or control over,

additional securities of the reporting issuer:

 

Gold First acquired the securities for investment purposes. Gold First has no present intention to

acquire further securities of Sunward, although Gold First may in the future acquire or dispose of

securities of Sunward, through the market, privately or otherwise, as circumstances or market

conditions warrant.

 

8. General nature and the material terms of any agreement, other than lending arrangements, with

respect to securities of the reporting issuer entered into by the offeror, or any joint actor, and the

issuer of the securities or any other entity in connection with the transaction or occurrence giving

rise to the news release, including agreements with respect to the acquisition, holding,

disposition or voting of any of the securities:

 

Not applicable

 

9. Names of any joint actors in connection with the disclosure required by this report:

 

Not applicable

 

10. In the case of a transaction or occurrence that did not take place on a stock exchange or other

market that represents a published market for the securities, including an issuance from treasury,

the nature and value of the consideration paid by the offeror:

 

The shares are being issued to Gold First pursuant to an agreement dated October 28, 2009, as

amended, pursuant to which Gold First sold to Sunward all of the issued and outstanding shares

of Sunward Investments Ltd.

 

11. If applicable, a description of any change in any material fact set out in a previous report by the

entity under the early warning requirements or Part 4 of National Instrument 62-103 in respect of

the reporting issuer’s securities:

 

Not applicable

 

Dated this 5th day of January, 2012.

 

GOLD FIRST INVESTMENTS LIMITED

Per:    “Philip O’Neill”              

Philip O’Neill

The above news release has been provided by the above company via the OTC Disclosure and News Service. Issuers of news releases and not OTC Markets Group Inc. are solely responsible for the accuracy of such news releases.

Article source: http://www.otcmarkets.com/stock/SNWRF/news?id=42093

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