Acquisition of Further Shares and Warrants of Legend Gold Corp.
Immediately prior to the acquisition, I had ownership of 446,598 common shares (representing 8.55% of Legend's outstanding common shares), warrants to purchase an additional 12,898 common shares and options to purchase an additional 25,000 common shares. If the warrants and options were exercised, I would have had ownership of 484,796 common shares (representing 9.21% of the outstanding shares) of Legend.
I now have ownership of 5,989,966 common shares (representing 43.76% of Legend's outstanding common shares), warrants to purchase an additional 262,898 common shares, and stock options to purchase an additional 25,000 common shares. If the warrants and stock options were exercised, I would have ownership of 6,277,864 common shares (representing 44.92% of the outstanding shares) of Legend.
The shares and warrants were acquired today under the exemptions set out in section 2.3 [Accredited Investors] and section 2.14 [Securities for Debt] of National Instrument 45-106 Prospectus Exemptions of the Canadian Securities Administrators. Presently, I do not have any intention of acquiring any further securities of Legend but may acquire ownership of or control over further securities in the future depending upon market circumstances.
I have filed an Early Warning Report with the British Columbia, Alberta and Ontario Securities Commissions in respect of the acquisition. Copies of the Report may be obtained from SEDAR (www.sedar.com) or without charge from Legend or me.
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MICHAEL D. WINN
Phone: (949) 376-6451