Copper Lake Resources Ltd.

  • Date: 2016-01-11

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AMENDED REPORT UNDER PART 3 NATIONAL INSTRUMENT 62 – 103 The Early Warning System and Related Take-over Bid and Insider Reporting Issues COPPER LAKE RESOURCES LTD. 1. Name and Address of Offeror: Edward A. Yurkowski (the “Offeror”) P.O. Box 706 1489 Marine Drive West Vancouver, British Columbia V7T 1B8 2. The 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 report, and whether it was ownership or control that was acquired in those circumstances: As stated in the Early Warning Report filed on November 30, 2015, Prairie Enterprises (Alberta) Inc. (“Prairie”), a company controlled by the Offeror, entered into a shares for debt settlement agreement (the “Agreement”) with Copper Lake Resources Ltd. (the “Company”) on November 27, 2015, pursuant to which Prairie agreed, subject to TSX Venture Exchange (“TSXV”) approval, to accept 7,000,000 units of the Company (the “Units”), at a deemed issued price of $0.05 per Unit, in full settlement of $350,000 of indebtedness owing to Prairie by the Company and the forgiveness of an additional $46,692 of indebtedness (the “Transaction”). Subsequently, on December 10, 2015, Prairie and the Company entered into an amended debt settlement agreement (the “Amended Agreement”) whereby pursuant to the Amended Agreement, Prairie agreed, subject to approval by the TSXV, to accept 7,000,000 common shares of the Company (the “Common Shares”), at a deemed issued price of $0.05 per Common Share, in full settlement of $350,000 of indebtedness owing to Prairie by the Company and to forgive an additional $46,692 of indebtedness in exchange for 900,000 warrants (“Warrants”), each of which entitles the holder thereof to purchase, in accordance with the terms of the Warrant, one Common Share at a price of $0.10 per common share for a period of 18 months from the issuance of the Warrants (the “Amended Transaction”). Prior to entering into the Agreement, the Offeror beneficially owned and controlled 1,348,278 Common Shares, representing approximately 3.3% of the Common Shares then issued and outstanding. 3. The 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 report: Immediately following closing of the Amended Transaction, the Offeror beneficially owned and controlled an aggregate of 8,348,278 Common Shares, representing approximately 17.3% of the outstanding Common Shares. If the 900,000 Warrants are fully exercised, the Offeror would beneficially own and control an aggregate of 9,248,278 Common Shares, representing approximately 18.8% of the Common Shares then issued and outstanding (assuming that no other Common Shares are issued before then).

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4. The designation and number or principal amount of securities and the percentage of outstanding securities referred to in paragraph 3 over which: a. The Offeror, either alone or together with any joint actors, has ownership and control: Immediately following closing of the Transaction, the Offeror, together with Prairie, owned and controlled 8,348,278 Common Shares, representing approximately 17.3% of the issued and outstanding Common Shares. If the 900,000 Warrants are fully exercised, the Offeror, together with Prairie, will own and control approximately 18.8% of the outstanding Common Shares. 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 actors: 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.

5. The name of the market in which the transaction or occurrence giving rise to the report took place: The Common Shares and Warrants referred to in Item 1 were acquired by Prairie from the Company in settlement or forgiveness of the indebtedness owing to Prairie by the Company. 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 this report: The Common Shares were issued at a deemed price of $0.05 per Common Share. The Warrants were issued at a deemed price of $0.10 per Warrant. 7. The purpose of the Offeror and any joint actors in effecting the transaction or occurrence giving rise to the report, including any future intention to acquire ownership of, or control over, additional securities of the reporting issuer: The Common Shares were issued in settlement or forgiveness of the indebtedness owing to Prairie by the Company. Depending on the evaluation of the business prospects and financial condition of the Company, general economic and market conditions and other factors, the Offeror may from time to time increase or decrease his beneficial ownership of shares of the Company, by private agreement or otherwise. 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 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 report, including any agreements with respect to the acquisition, holding, disposition or voting of any of the securities: Prairie entered into the Agreement with the Company on November 27, 2015, and the Amended Agreement on December 10, 2015.

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9. The name of any joint actors in connection with the disclosure required by National Instrument 62-103: Prairie Enterprises (Alberta) Inc. 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 Common Shares and Warrants were issued in settlement or forgiveness of the indebtedness owing to Prairie by the Company at a deemed price of $0.05 per Common Share and $0.10 per Warrant, respectively. 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 in respect of the reporting issuer’s securities: As set out in Item 2 and 3 above. 12. If applicable, a description of the exemption from securities legislation being relied on by the Offeror and the facts supporting that reliance: Not applicable. Dated at Vancouver, British Columbia, this 8th day of January, 2016.

(signed) “Edward Yurkowski” Edward Yurkowski