Black Sea Copper & Gold Corp.

  • Date: 2016-01-13

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EARLY WARNING REPORT PURSUANT TO NATIONAL INSTRUMENT 62-103 1.

Name and address of the offeror: Jaguar Financial Corporation 25 King Street West, Suite 1450 Toronto, Ontario M5L 2A1 (“`Jaguar”) -andKen White (“White”) Jaguar and White are collectively referred to as the Joint Actors. White had previously been the principal of Kingship Capital Corp (“Kingship”). Kingship was sold by White on December 11, 2014 and his employment was terminated on April 23, 2015. As a result, Kingship was no longer a joint actor effective April 23, 2015, the date of the termination of White’s employment. Subsequent to White’s departure from Kingship, White no longer had ownership or control over 509,150 shares of Alternative Earth Resources Inc. (“Alternative Earth”) (AER – TSXV) which were held by Kingship as of the date of the last report. The Joint Actors are acting jointly and in concert with respect to their investment in the common shares of Alternative Earth.

2.

The designation and number or principal amount of securities and the offeror’s security holding 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 circumstance: On January 13, 2016 Jaguar acquired a n a d d i t i o n a l 1,000 common shares of Alternative Earth for an aggregate purchase price of $65. After giving effect to the purchase of common shares on January 13, Jaguar owns in the aggregate 4,720,670 common shares of Alternative Earth, representing approximately 18.90% of the common shares outstanding. In addition, White owns 140,850 common shares of Alternative Earth and is acting jointly and in concert with Jaguar. Therefore the Joint Actors directly own an aggregate of 4,861,520 common shares of Alternative Earth, representing approximately 19.46% of the total outstanding common shares. A copy of the press release issued on January 13 is attached hereto as Schedule “A”.

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 obligation to file the report: See Item 2.

4.

The Designation and number or principal amount of securities and the percentage of outstanding securities of the class of securities referred to in paragraph 3 over which: (i)

the offeror, either alone or together with any joint actors, has ownership and control: See Item 2.

(ii)

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

(iii)

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 that gave rise to the news release took place: The common shares were acquired in the open market through the facilities of the TSX Venture Exchange.

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. $0.065 per common share.

7.

The 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. Jaguar is interested in creating value for the shareholders of Alternative Earth. Jaguar commenced civil proceedings against Alternative Earth and its directors which resulted in the termination of the Black Sea Transaction proposed by Alternative Earth. Jaguar will seek to elect its three nominee directors on the board of Alternative Earth at the annual meeting of shareholders to be held on February 26, 2016. The Joint Actors may acquire additional common shares of Alternative Earth or sell any of its common shares, by private agreement, in the market or otherwise, depending on price, availability and general market conditions.

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 news release, including agreements with respect to the acquisition, holding, disposition or voting of any of the securities. Not Applicable 9.

The names of any joint actors in connection with the disclosure required by this form. See Item 1.

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. Not Applicable

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. Not Applicable

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 this 13th day of January, 2016. JAGUAR FINANCIAL CORPORATION

Per: (signed Vic Alboini) Authorized Signing Officer

SCHEDULE “A”

JAGUAR UPDATES EQUITY INTEREST IN ALTERNATIVE EARTH RESOURCES TORONTO, CANADA – January 13, 2016 – Jaguar Financial Corporation (JFC - TSXV) (“Jaguar”) or the “Company”) announced it has acquired an additional 1,000 common shares of Alternative Earth Resources Inc. (“Alternative Earth”) (AER – TSXV) for an aggregate purchase price of $65. After giving effect to this purchase of common shares, Jaguar owns in the aggregate 4,720,670 common shares of Alternative Earth, representing approximately 18.90% of the common shares outstanding. In addition, Ken White (“White”) owns 140,850 common shares of Alternative Earth and is acting jointly and in concert with Jaguar. Therefore Jaguar and White (collectively the “Joint Actors”), directly own an aggregate of 4,861,520 common shares of Alternative Earth, representing approximately 19.46% of the total outstanding common shares. Jaguar is interested in creating value for the shareholders of Alternative Earth. Jaguar commenced civil proceedings against Alternative Earth and its directors which resulted in the termination of the Black Sea Transaction proposed by Alternative Earth. Jaguar will seek to elect its three nominee directors on the board of Alternative Earth at the annual meeting of shareholders to be held on February 26, 2016. The Joint Actors may acquire additional common shares of Alternative Earth or sell any of its common shares, by private agreement, in the market or otherwise, depending on price, availability and general market conditions. Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. About Jaguar Financial Corporation Jaguar is a Canadian merchant bank that generally invests in undervalued, overlooked and underappreciated public companies where Jaguar determines that one or more changes could be made to create shareholder value. For additional information on this press release, please contact: Vic Alboini, Chairman & Chief Executive Officer Jaguar Financial Corporation 647 352-8180