BioHEP Technologies Ltd.

  • Date: 2016-01-08

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ALTERNATIVE MONTHLY EARLY WARNING REPORT PURSUANT TO SECTION 4.5 OF NATIONAL INSTRUMENT 62-103 The following is the report required by Section 4.5 of National Instrument 62-103: 1.

Name and address of the eligible institutional investor: Pathfinder Asset Management Limited #1320, 885 West Georgia Street Vancouver, British Columbia V6C 3E8 (the “Eligible Institutional Investor”)

2.

Name of reporting issuer with respect to which this report is filed: BioHEP Technologies Ltd. #1320, 885 West Georgia Street Vancouver, British Columbia V6C 3E8 (the “Reporting Issuer”)

3.

Month with respect to which this report is filed: December 2015

4.

Net increase or decrease in the number or principal amount of securities, and in the eligible institutional investor’s securityholding percentage in the class of securities, since the last report filed by the eligible institutional investor:

As at November 30, 2015 the Eligible Institutional Investor reported control and direction over an aggregate of 323,400 common shares representing 11.05% of the then outstanding common shares of the Reporting Issuer. The net increase in securityholdings since the last report filed is 840,000 common shares and $105,000 principal amount of convertible debentures which are convertible into 4,200,000 common shares. The net increase in securityholding percentage is 54.63%. 5.

Designation and number or principal amount of securities and the eligible institutional investor’s securityholding percentage in the class of securities at the end of the month for which this report is made:

As at December 31, 2015 the Eligible Institutional Investor, together with the joint actor identified in item 10 below, has control or direction over 1,163,400 common shares, representing 29.34% of the outstanding common shares, and $105,000 principal amount of convertible debentures convertible into 4,200,000 common shares. Assuming the conversion of the convertible debentures, as at December 31, 2015, the Eligible Institutional Investor had control or direction over 65.68% of the issued and outstanding common shares of the Reporting Issuer. 6.

Designation and number or principal amount of securities and the percentage of outstanding securities referred to in item 5 over which: (a)

the eligible institutional investor, either alone or together with any joint actors, has ownership and control: Of the securities referred to in item five, 480,000 common shares and $60,000 principal amount of convertible debentures convertible into 2,400,000 common shares are beneficially owned and controlled by Douglas B. Johnson, a director, senior officer and significant shareholder of the Eligible Institutional Investor, and held through both discretionary and non-discretionary investment accounts with the Eligible Institutional Investor.

(b)

the eligible institutional investor, either alone or together with any joint actors, has ownership but control is held by other persons or companies other than the eligible institutional investor or any joint actor: None.

(c)

the eligible institutional investor, either alone or together with any joint actors, has exclusive or shared control but does not have ownership: Of the securities referred to in item five, 683,400 common shares and $45,000

principal amount of convertible debentures convertible into 1,800,000 common shares are controlled (but not owned) by the Eligible Institutional Investor on behalf of client accounts over which it has discretionary trading authority. 7.

Purpose of the eligible institutional investor and any joint actors in acquiring or disposing of ownership of, or control over, the securities, including any future intention to acquire ownership of, or control over, additional securities of the reporting issuer: The securities referred to in this report were acquired or sold in the ordinary course of business, for investment purposes only and not for the purpose of exercising control or direction over the Reporting Issuer. The Eligible Institutional Investor, and/or the joint actor identified in item 10 below, may from time to time on their own behalf or in the case of the Eligible Institutional Investor, on behalf of client accounts over which it has discretionary trading authority, acquire additional securities, dispose of some or all of the existing or additional securities or may continue to hold the securities referred to in this report.

8.

The 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 eligible institutional investor, or any joint actor, and the issuer of the securities or any other person or company in connection with any transaction or occurrence resulting in the change in ownership or control giving rise to the report, including agreements with respect to the acquisition, holding, disposition or voting of any of the securities: Not applicable.

9.

Disclosure of the Eligible Institutional Investor’s interest in any related financial instrument involving a security of the Reporting Issuer that is not otherwise reflected in the current securityholding percentage of the Eligible Institutional Investor: None.

10.

The names of any joint actors in connection with the disclosure required by this report: Of the securities referred to in item five, 480,000 common shares and $60,000 principal amount of convertible debentures convertible into 2,400,000 common shares are beneficially owned by Douglas B. Johnson, a director, senior officer and significant shareholder of the Eligible Institutional Investor, and held through both discretionary and non-discretionary investment accounts with the Eligible Institutional Investor. These securities were disclosed in an insider report filed by Mr. Johnson on December 11, 2015.

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11.

If applicable, a description of any change in any material fact set out in a previous report by the eligible institutional investor: Not applicable.

12.

Statement regarding eligibility to file reports under Part 4 of National Instrument 62-103 in respect of reporting issuer: The Eligible Institutional Investor is eligible to file reports under Part 4 of National Instrument 62-103 in respect of the Reporting Issuer.

13.

Contact person: For further information, contact Ken Bancroft at 604-682-7312.

Dated the 8th day of January, 2016. PATHFINDER ASSET MANAGEMENT LIMITED

By:

“Ken Bancroft” Authorized Signatory Ken Bancroft Name Chief Compliance Officer & Director Title

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