EARLY WARNING REPORT AND PRESS RELEASE FILED PURSUANT TO
NATIONAL INSTRUMENT 62-103
1.
Name and address of the offeror:
Joe Dwek Management Consultants Inc. (“JDM”)
1110 Finch Avenue West, Suite 210
Toronto, ON M5A 2K7
2.
Name of reporting issuer with respect to which this report is filed:
Klondike Silver Corp. (“
Klondike Silver
”)
3.
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 news release and whether it was ownership or control that was acquired in
those circumstances:
JDM has indirect control and direction over 21,458,292 common shares of Klondike
Silver (the “Shares”) and 33,071,792 warrants to purchase shares (the “Warrants”)
representing approximately 23.15% of the outstanding Shares on a partially diluted basis.
4.
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 news release.
As set out in paragraph 3 above.
5.
Designation and number or principal amount of securities and the percentage of
outstanding securities of the class of securities referred to in paragraph (4) over
which:
(a) the offeror, either alone or together with any joint actors, has ownership and
control
Not applicable.
(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 actor, and
(c)
Joe Dwek Management Consultants Inc. 2007 has exclusive control of the
Klondike Silver securities set out in paragraph three but it does not have
ownership of the same
(d) the offeror, either alone or together with any joint actors, has exclusive or
shared control but does not have ownership
Not applicable.
6.
Name of the market in which the transaction or occurrence that gave rise to the
news release took place.
300,000 Shares were sold on the open market at a price of $0.05 per Share on November
22, 2010. The reporting issuer’s shares trade on the TSX Venture Exchange under the call
symbol KS.
7.
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.
JDM intends to hold the securities for investment purposes. JDM may, depending on
market and other conditions, increase its beneficial ownership, control or direction over
the common shares or other securities of Klondike Silver, through market transactions,
private agreements, treasury issuances, exercise of convertible securities or otherwise.
8.
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.
Names of any joint actors in connection with the disclosure required by this report.
As set out in paragraph 5(c).
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 entity under the early warning requirements or Part 4 of National
Instrument 62-103 in respect of the reporting issuer’s securities.
Not applicable.
DATED: November 24, 2010.
Joe Dwek
President: Joe Dwek Management Consultants Inc.
