Firebird Global Master Fund, Ltd. and its joint actors report certain transactions in securities of Khot Infrastructure Holdings, Ltd.
Canada NewsWire
CAYMAN ISLANDS, April 9, 2014
CAYMAN ISLANDS, April 9, 2014 /CNW/ - Firebird Global Master Fund, Ltd. ("FGMF") announces that (i) it transferred to its parent company, Firebird Global Master Fund Holdings, Ltd. ("FGMF Holdings"), all of the securities it held in the share capital of Khot Infrastructure Holdings, Ltd. (CSE: KOT) (the "Issuer"), namely 530,747 common shares and (ii) Firebird Global Master Fund II, Ltd. ("FGMFII"), a joint actor of FGMF, transferred to its parent company, Firebird Global Master Fund II Holdings, Ltd. ("FGMF II Holdings"), all of the securities it held in the share capital of the Issuer, namely 461,392 common shares.
Furthermore, (i) Passin Management Limited Partnership ("Passin LP"), a joint actor of FGMF, acquired 126,250 common shares in the share capital of the Issuer, (ii) Sawikin Family 2011 LLC ("Sawikin LLC"), a joint actor of FGMF, acquired 500,000 common shares of the Issuer, (iii) James Passin, a joint actor of FGMF, was granted 500,000 options to acquire the same number of common shares in the share capital of the Issuer and (iv) Firebird New Mongolia Fund, L.P. ("FNMF"), a joint actor of FGMF, received an additional 5,363,636 common shares in the shares capital of the Issuer.
The aggregate number of securities of the Issuer currently held by FGMF Holdings and its joint actors, namely FGMFII Holdings, FNMF, James Passin, Passin LP, Sawikin LLC, Firebird Mongolia Fund, Ltd. ("FMF") and Harvey Sawikin, is 33,669,605 common shares and 500,000 options to acquire the same number of common shares in the share capital of the Issuer. Out of the 33,669,605 common shares and 500,000 options (i) 530,747 common shares are held by FGMF Holdings, (ii) 461,392 common shares are held by FGMF II Holdings, (iii) 15,187,580 common shares are held by FMF, (iv) 14,863,636 common shares are held by FNMF, (v) 1,000,000 common shares and 500,000 options are held by James Passin, (vi) 1,000,000 common shares are held by Harvey Sawikin, (vii) 126,250 common shares are held by Passin LP and (viii) 500,000 common shares are held by Sawikin LLC. FGMF and FGMFII no longer hold any securities of the Issuer.
The 33,669,605 common shares held by FGMF Holdings and its joint actors represent approximately 52.32% of the outstanding common shares of the Issuer.
In addition, assuming the exercise by James Passin of the above-mentioned options to acquire additional common shares of the Issuer, the total securityholding of FGMF Holdings and its joint actors in the share capital of the Issuer would be 34,169,605 common shares, representing approximately 52.69% of the outstanding common shares of the Issuer, including the common shares deemed to be acquired pursuant to the exercise of such options.
The securities transferred by the FGMF and FGMFII to FGMF Holdings and FGMF II Holdings, respectively, were transferred at their then fair market value.
The 126,250 common shares acquired by Passin LP and 500,000 common shares acquired by Sawikin LLC were acquired by way of a private placement offering at a price of $0.20 per share.
The 500,000 options to acquire the same number of common shares in the share capital of the Issuer granted to James Passin are exercisable until December 7, 2016, at an exercise price of $0.25 per share.
The 5,363,636 common shares received by FNMF were issued in exchange for a 100% interest in Great Hoard Holdings SARL, a Luxembourg entity that holds a 75% of the share capital of Ashid Munkhiin Zam LLC, acquired by the Issuer through its wholly owned subsidiary, Jucca Holdings Ltd.
The securities transferred by the FGMF and FGMFII to FGMF Holdings and FGMF II Holdings, respectively, were transferred in the context of a reorganization.
The other transactions were carried out by FGMF Holdings' joint actors for the purpose of maintaining their controlling interest in the Issuer. FGMF Holdings and its joint actors may, from time to time, acquire additional securities of the Issuer, may continue to hold their present position or may dispose of their securities.
No other joint actor of FGMF Holdings currently holds any securities of the Issuer.
This press release is being issued in order to comply with the disclosure requirements under applicable securities legislation. This press release is not an admission that an entity named in the press release owns or controls any described securities or is a joint actor with anyone else.
SOURCE FIREBIRD GLOBAL MASTER FUND, LTD.
Read more: http://www.digitaljournal.com/pr/1841501#ixzz2yUhuLdae
CAYMAN ISLANDS, April 9, 2014
CAYMAN ISLANDS, April 9, 2014 /CNW/ - Firebird Global Master Fund, Ltd. ("FGMF") announces that (i) it transferred to its parent company, Firebird Global Master Fund Holdings, Ltd. ("FGMF Holdings"), all of the securities it held in the share capital of Khot Infrastructure Holdings, Ltd. (CSE: KOT) (the "Issuer"), namely 530,747 common shares and (ii) Firebird Global Master Fund II, Ltd. ("FGMFII"), a joint actor of FGMF, transferred to its parent company, Firebird Global Master Fund II Holdings, Ltd. ("FGMF II Holdings"), all of the securities it held in the share capital of the Issuer, namely 461,392 common shares.
Furthermore, (i) Passin Management Limited Partnership ("Passin LP"), a joint actor of FGMF, acquired 126,250 common shares in the share capital of the Issuer, (ii) Sawikin Family 2011 LLC ("Sawikin LLC"), a joint actor of FGMF, acquired 500,000 common shares of the Issuer, (iii) James Passin, a joint actor of FGMF, was granted 500,000 options to acquire the same number of common shares in the share capital of the Issuer and (iv) Firebird New Mongolia Fund, L.P. ("FNMF"), a joint actor of FGMF, received an additional 5,363,636 common shares in the shares capital of the Issuer.
The aggregate number of securities of the Issuer currently held by FGMF Holdings and its joint actors, namely FGMFII Holdings, FNMF, James Passin, Passin LP, Sawikin LLC, Firebird Mongolia Fund, Ltd. ("FMF") and Harvey Sawikin, is 33,669,605 common shares and 500,000 options to acquire the same number of common shares in the share capital of the Issuer. Out of the 33,669,605 common shares and 500,000 options (i) 530,747 common shares are held by FGMF Holdings, (ii) 461,392 common shares are held by FGMF II Holdings, (iii) 15,187,580 common shares are held by FMF, (iv) 14,863,636 common shares are held by FNMF, (v) 1,000,000 common shares and 500,000 options are held by James Passin, (vi) 1,000,000 common shares are held by Harvey Sawikin, (vii) 126,250 common shares are held by Passin LP and (viii) 500,000 common shares are held by Sawikin LLC. FGMF and FGMFII no longer hold any securities of the Issuer.
The 33,669,605 common shares held by FGMF Holdings and its joint actors represent approximately 52.32% of the outstanding common shares of the Issuer.
In addition, assuming the exercise by James Passin of the above-mentioned options to acquire additional common shares of the Issuer, the total securityholding of FGMF Holdings and its joint actors in the share capital of the Issuer would be 34,169,605 common shares, representing approximately 52.69% of the outstanding common shares of the Issuer, including the common shares deemed to be acquired pursuant to the exercise of such options.
The securities transferred by the FGMF and FGMFII to FGMF Holdings and FGMF II Holdings, respectively, were transferred at their then fair market value.
The 126,250 common shares acquired by Passin LP and 500,000 common shares acquired by Sawikin LLC were acquired by way of a private placement offering at a price of $0.20 per share.
The 500,000 options to acquire the same number of common shares in the share capital of the Issuer granted to James Passin are exercisable until December 7, 2016, at an exercise price of $0.25 per share.
The 5,363,636 common shares received by FNMF were issued in exchange for a 100% interest in Great Hoard Holdings SARL, a Luxembourg entity that holds a 75% of the share capital of Ashid Munkhiin Zam LLC, acquired by the Issuer through its wholly owned subsidiary, Jucca Holdings Ltd.
The securities transferred by the FGMF and FGMFII to FGMF Holdings and FGMF II Holdings, respectively, were transferred in the context of a reorganization.
The other transactions were carried out by FGMF Holdings' joint actors for the purpose of maintaining their controlling interest in the Issuer. FGMF Holdings and its joint actors may, from time to time, acquire additional securities of the Issuer, may continue to hold their present position or may dispose of their securities.
No other joint actor of FGMF Holdings currently holds any securities of the Issuer.
This press release is being issued in order to comply with the disclosure requirements under applicable securities legislation. This press release is not an admission that an entity named in the press release owns or controls any described securities or is a joint actor with anyone else.
SOURCE FIREBIRD GLOBAL MASTER FUND, LTD.
Read more: http://www.digitaljournal.com/pr/1841501#ixzz2yUhuLdae
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