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Smartset Agrees to Slate of Incoming Directors and Management and Provides Update on Proposed Transaction

 

April 19, 2022 – TheNewswire – Vancouver, British Columbia – Smartset Services Inc. (TSXV:SMAR.P) (“Smartset” or the “Company”) Smartset,…

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April 19, 2022 – TheNewswire – Vancouver, British Columbia – Smartset Services Inc. (TSXV:SMAR.P) (“Smartset” or the “Company”) Smartset, a “Capital Pool Company”, as defined under the policies of the TSX Venture Exchange (the “TSXV”), is pleased to announce that, pursuant to the previously announced letter agreement (see press release from June 17, 2021 and July 13, 2021) to combine Smartset, Great Southern Gold Corp. (“GSG”), and certain assets of GBM Resources Ltd (ASX:GBZ “GBM”), the parties have agreed to set the slate of incoming Board of Directors and Executive Team.  The new Board and management team will take effect upon closing of the contemplated business combination and related transactions.

Incoming Board of Directors

The Company is pleased to announce the following persons and their proposed roles:

Jonathan Rubenstein, as Independent Director and Chairman of the Board

Borden Putnam, as Independent Director and Chair of Technical Committee

Stephen Nano, as Director and Member of Technical Committee

Tom Panoulias, as Independent Director and Chair of Audit Committee

Michael Starogiannis, as Chief Executive Officer

Ronan Sabo-Walsh, as Chief Financial Officer

Quinton Hennigh, as Technical Advisor on behalf of Crescat Capital (an interested party)

Please refer to the appendix attached below for more detailed biographies of the incoming management and board.

Smartset Directors Comment:

Smartset’s Director Mr. Karabelas stated: “We are very happy to announce this very accomplished and technically sound slate of Directors, Officers, and Advisors as the incoming leadership team.  We believe the combination of highly prospective assets and strong leadership will position the post-amalgamation Company for success in our pursuit of world class deposits.  Mr. Rubenstein brings a wealth of corporate and transactional experience to the Company while Mr. Putnam and Mr. Nano bring deep insight into exploration of numerous geological terrains.  Between board, management, and advisors, the team brings close to 200 years of combined experience in all aspects of junior public mining companies ranging from day-to-day management, designing and running field programs, technical consulting, equity financings, to billion dollar plus transactions.”

 

Summary of Previously Announced Proposed Transaction

As previously disclosed, pursuant to the terms of the LOI Smartset would acquire 100% of the exploration and mining rights for the “Mt Morgan Project” claims located in Queensland, Australia from GBM; and would acquire all of the issued and outstanding shares of Great Southern Gold Corp. (GSG), a private British Columbia company, which owns the exploration rights to the of the Bingara, Nundle, Bonalbo and Klondyke projects located in New South Wales, Australia (the “Proposed Transaction”). Please see Smartset’s news release of June 17, 2021 for the full details regarding the Proposed Transaction and the Mt. Morgan Project.

As previously disclosed, the Proposed Transaction is subject to a number of conditions precedent including, completion of satisfactory due diligence, execution of definitive transaction documentation, TSXV approval, shareholder approval from both GSG and GBM if required under applicable corporate law. The completion of the concurrent financing, previously disclosed in Smartset’s June 17, 2021 news release (the “Proposed Financing”), proposes that Smartset will raise a minimum of C$8,000,000. In addition Smartset will receive delivery by GBM and GSG of satisfactory National Instrument 43-101 technical reports in respect of the GBM and GSG properties (the “Technical Reports”). There will also be a disposition by GSG of certain assets unrelated to the GSG properties being acquired by Smartset, and other customary conditions for the Transaction.

The Company, GBM and GSG are continuing to work together to complete the requisite due diligence, filings and submissions required to obtain TSXV acceptance of the Proposed Transaction.

Trading in the common shares of the Company has been halted in connection with the announcement of the Proposed Transaction. The Company expects that trading will remain halted pending closing of the Proposed Transaction, subject to the earlier resumption upon TSXV acceptance of the Proposed Transaction and the filing of required materials in accordance with TSXV policies.

The Mt Morgan Project

The transaction is structured such that Smartset will acquire 100% of the Mt. Morgan group of tenements from GBM.  The Company’s consolidated Mt. Morgan project will comprise over 940 square kilometers of contiguous tenements around the past producing Mt Morgan gold & copper mine.  The Mt. Morgan mine historically produced in excess of 8 million ounces of gold and 360 kilotonnes of copper1 over the span of almost 100 years.  Smartset’s intended strategy is to take an integrated district scale approach to exploring for concealed Mt Morgan style mineralization at the project. The Company plans to acquire new regional scale magnetics, radiometrics and airborne electrical geophysics data and to integrate this with the extensive historic geochemical datasets and leading-edge deposit models to systematically explore this large prospective property package.

The Bingara Project

The transaction is structured such that Smartset will acquire 100% of Great Southern Gold Corp. (“GSG”) on closing. GSG owns 100% of four gold and copper projects, Bingara, Nundle, Bonalbo and Klondyke, that cover over 1200 square kilometers of claims. The portfolio encompasses a series of significant historic mother lode and intrusion related gold fields and high grade VMS copper-gold mines that were worked from the 1860’s to 1940’s in New South Wales, Australia. The most advanced project in the portfolio is Bingara, that encompasses 100% of the +25 km long group of historic hard rock and alluvial gold workings hosted by crustal scale suture zone, the Great Serpentinite Belt (GSB)2,3. The Bingara project is considered to be prospective for Mother Lode Style orogenic gold, VMS copper and intrusion related Ni-Cu. The company plans to undertake a systematic program of cutting edge exploration on this large consolidated group of tenements.

On behalf of SMARTSET SERVICES INC.

  

John Randolph Clifford

Chief Executive Officer

Phone:(778) 362-3037

Email: [email protected]

 

Stephen Nano, has approved the technical content in its form and content of this news release. Mr. Nano is a Chartered Professional geologist and Fellow of the Australasian Institute of Mining and Metallurgy (CP and FAusIMM) and is a Qualified Person under NI 43 -101. Mr. Nano is an advisor to GBM Resources and Smartset Services and a Director of Great Southern Gold Corp and owns shares in these companies.

Assay results from channel, trench, and drill core samples may be higher, lower or similar to results obtained from surface samples due to surficial oxidation and enrichment processes or due to natural geological grade variations in the primary mineralization.

 

Completion of the Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and if applicable pursuant to TSXV requirements, shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.

 

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

 

The TSXV has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this press release.

 

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.

 

This press release contains statements that constitute “forward-looking information” (collectively, “forward-looking statements”) within the meaning of the applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this news release. Any statement that discusses predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as “expects”, or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “budget”, “scheduled”, “forecasts”, “estimates”, “believes” or “intends” or variations of such words and phrases or stating that certain actions, events or results “may” or “could”, “would”, “might” or “will” be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements.  Forward-looking statements contained in this press release include, without limitation, statements regarding: the terms, conditions, and completion of the Transaction, the definitive agreement and the Proposed Financing; the business and operations of the Resulting issuer upon completion of the Transaction; and use of funds. In making the forward- looking statements contained in this press release, the Company has made certain assumptions, including that: due diligence will be satisfactory; the Proposed Financing will be completed on acceptable terms; all applicable shareholder, and regulatory approvals for the Transaction will be received; and there would not be changes in the conditions under which the Transaction would complete, including regulatory changes or the operating environment for the Resulting issuer upon completion of the Transaction. Although the Company believes that the expectations reflected in forward-looking statements are reasonable, it can give no assurance that the expectations of any forward-looking statements will prove to be correct. Known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: results of due diligence; availability of financing; delay or failure to receive board, shareholder or regulatory approvals; and general business, economic, competitive, political and social uncertainties and economic risks associated with current unprecedented market and economic circumstances due to the COVID-19 pandemic. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this press release. Except as required by law, the Company disclaims any intention and assumes no obligation to update or revise any forward-looking statements to reflect actual results, whether as a result of new information, future events, changes in assumptions, changes in factors affecting such forward-looking statements or otherwise.  

 

UNITED STATES ADVISORY. The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), have been offered and sold outside the United States to eligible investors pursuant to Regulation S promulgated under the U.S. Securities Act, and may not be offered, sold, or resold in the United States or to, or for the account of or benefit of, a U.S. Person (as such term is defined in Regulation S under the United States Securities Act) unless the securities are registered under the U.S. Securities Act, or an exemption from the registration requirements of the U.S. Securities Act is available. Hedging transactions involving the securities must not be conducted unless in accordance with the U.S. Securities Act. This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in the state in the United States in which such offer, solicitation or sale would be unlawful.

Appendix A:  Biographies of the Incoming Management Slate

Jonathan Rubenstein, Proposed as Independent Director and Chairman of the Board

Mr. Rubenstein practiced law for 18 years and held a number of mining director positions during that time. In 1994, he became a full-time mining executive and mining director. He has served on numerous mining company boards during the last 40+ years and was actively engaged in the strategic, commercial, governance and government relations aspects of permitting, property acquisition, exploration, development and operations for these companies. He has negotiated and completed property acquisitions, joint ventures, development agreements, financings and takeover bid transactions, for both major and junior companies and has dealt with foreign and Canadian domestic regulators, banks, and financial institutions, as well as the mining investment community. He has had active roles in dealings with local populations, in compensation matters, in the management of litigation and arbitrations, and in regulatory compliance. He was directly involved in negotiating or supervising acquisitions, mergers and takeover transactions totaling in excess of $5 Billion and, in addition, financings which raised more than $2.5 billion.

Mr. Rubenstein was instrumental in the negotiations for the sale of Aurelian Resources to Kinross in 2007 at a $1.2 billion valuation and the sale of Cumberland Resources at a $710 million valuation to Agnico Eagle. Prior to this, in November 2005, he and two other team members at Canico Resource Corp. negotiated for the sale of Canico to Companhia Vale do Rio Doce for $940 million in cash. In 1999, Mr. Rubenstein and the team at Sutton Resources sold Sutton to Barrick at a $545 million valuation. In 2018, Mr. Rubenstein and the special committee which he chaired at Dalradian Resources sold Dalradian to Orion Mine Finance for $537 million in cash.

In 2019, after 11 years, he retired as a director of Eldorado Gold.  While at Eldorado, Mr. Rubenstein was on the Special Committees for its sale of Sino Gold to certain Chinese state owned enterprises for an aggregate $1 Billion in cash and led the Special Committee for Eldorado’s acquisition of Integra Resources at a $590 million valuation.  In mid-2020, Mr. Rubenstein retired after 11 years as non-executive Chairman of Mag Silver, where he had guided certain successful litigation and led the board through more than $200 million in financings while Mag, in partnership with a senior Mexican mining company, explored and developed the Juanicipio Project, soon to be one of the world’s biggest primary silver producers.  In July, 2021, after serving for over 12 years, he left the board of Roxgold, Inc. on the occasion of its acquisition by Fortuna Silver Mines Ltd., at a valuation of approximately $1 billion. He was also a director of Detour Gold for a decade while it acquired, financed, permitted, developed and operated the second largest gold mine in Canada, the Detour Lake Gold Mine.

Mr. Rubenstein currently sits as a director on the boards of GR Silver Ltd. and Sable Resources Ltd.

Borden Putnam, Proposed as Independent Director and Chair of Technical Committee

Mr. Putnam has 45-years of experience in the mining industry including as an investment management and mining industry analyst: Mr. Putnam is an independent industry consultant (2009-Present),  managing director and principal analyst for Eastbourne Capital Management (2001-2009), principal and equity analyst for Robertson Stephens Investment Management (1996-2001), a Vice-President and Chief Geologist for Mineral Resources Development (MRDI, Amec Foster-Wheeler; 1991-1996), a Vice-President and director of Geochemical Services, Inc. (1990-1991), a District Exploration Manager and Senior Geologist for Newmont Exploration Limited (1982-1990) and the Project Geologist for AMAX Exploration, Inc. (1976-1982). Mr. Putnam is responsible for the discovery of the South Bullion (Piñon/Pinion) gold deposit in the southern Carlin Trend, Nevada (1988).

Borden Putnam has a R., MSc from the New Mexico Institute of Mining and Technology, and has the following professional affiliations: Society of Economic Geologists (1980-F); AusIMM (2020-F); American Association of Petroleum Geologists (AAPG; 1979-Present); Geological Society of Nevada (GSN; 1985-Present); Society of Mining Engineers Registered Member (SME-RM; 1978-Present) and Economic Evaluation and Investment Decision Methods, Colorado School of Mines (Stermole and Stermole, 1996).

 

Mr. Putnam has provided extensive professional society work for the Society of Economic Geologists as a Committee Member, Committee Founder, Trustee, and Committee Chair, and SEG Newsletter Editor; Mr. Putnam has also provided extensive professional society work for the Geology Society of Nevada as Session Chair, Committee Member, and President of the Elko Chapter (1990-1991) .

Mr. Putnam is a Registered Professional Geologist, State of California (No. 5738), a Registered Professional Geologist, State of Wyoming (No. PG-1950) and an author/co-author of a few very important publications.

Stephen Nano, Proposed as Director and Member of Technical Committee

Stephen Nano is an Economic Geologist with over 35 years international experience, specializing in arc related gold, silver, and copper base metal mineralization. Mr. Nano has contributed to the discovery and exploration of a number of gold and silver mines including the +7-million-ounce Cerro Negro Gold mine in Argentina. Mr. Nano has a broad range of experience encompassing frontier exploration, resource definition, mine geology and business development. Mr. Nano has extensive management experience in South, Central and North America, Asia Pacific, Central Asia, and Australia. Mr. Nano has held technical and senior management roles with Newmont Australia, Newmont Exploration Ltd, Newcrest Mining and Mt Isa Mines.

Mr. Nano has over 20 years of experience with public listed and private junior resource companies holding officer (CEO/President/VP Exploration) and director roles, including being a founder and director, CEO and President of Mirasol Resources (TSXV:MRZ) from 2005 to 2019. Over the past four years Mr Nano has held or currently holds technical and strategic advisory roles to the boards of several ASX listed exploration companies, that during this period have defined or acquired large Ni-PGE (ASX:BSX), epithermal gold (ASX:GBM) and silver base metal (ASX:TMZ) resources in the Australasia region. Mr. Nano is also a founder, director, and principal consultant of a successful Australian based geoscience and corporate advisory consultancy, that employs more than 20 professionals, delivering leading edge geoscience and strategic advisory services globally.

Mr. Nano is a Chartered Professional Geologist – Exploration (CP Geo AusImm Accredited 2011), a Fellow of the Australian Institute of Mining and Metallurgy (FAusIMM 1992), a Member of the  Society of Economic Geologists (MSEG 1987) and the Australian Institute of Company Directors (MAICD 2010).  He  holds an Honours degree in Geology and a BSc Science with a geology major from the University of New England Australia.

Tom Panoulias, Proposed as Independent Director and Chair of Audit Committee

Mr. Panoulias is a capital markets professional with over 15 years of experience. He has previously worked at Echelon Wealth Partners, Fraser Mackenzie, and Dundee Capital Markets, raising over one billion dollars for issuers in the mining sector and advising senior management teams on numerous merger and acquisition transactions. Prior to entering capital markets, Mr. Panoulias held senior roles at Kinross Gold Corporation and TVX Gold Inc. in corporate development, responsible for managing various acquisition and divestiture activities.

Mr. Panoulias is currently the Vice President of Corporate Development for Freeman Gold Corp and on the Board of Burin Gold Corp, Zeb Nickel Corp and Silverstock Metals Inc. Mr. Panoulias holds an Honours Bachelor of Commerce degree from the University of Toronto and is a member of the Canadian Institution of Mining and Metallurgy.

Michael Starogiannis, Proposed Chief Executive Officer

Mr. Starogiannis brings over 24 years of experience in various capacities of analysis, design, finance, governance, and project management to bear. Prior to graduation Mr. Starogiannis worked his summers as a geologist assistant for Dale Hendrick and Associates where he learned about grass roots and shadow-of-the-headframe exploration in North Carolina, Utah, and Arizona. Since graduating from the Geological and Mineral Engineering program at the University of Toronto in 1996, Mr. Starogiannis has served in a variety of progressive technical and finance/management roles in the mining industry.  Initially, Mr. Starogiannis practiced as a professional engineer in the mining and heavy civil infrastructure sectors as a rock mechanics specialist with Golder Associates. Following completion of his MBA in 2001, Mr. Starogiannis transitioned to the mining finance field where he progressed through increasingly senior roles as a mining equity analyst.  Mr. Starogiannis worked for almost 10 years as an equity analyst in the resource sector, working for a number of Toronto based boutique investment banks including Haywood Securities, Canaccord Capital, and Fraser Mackenzie Ltd. where his work involved the methodical screening and valuation of projects, management teams, and companies. In this role Mr. Starogiannis has evaluated hundreds of mining assets in 20 countries.

From 2013 to 2018, Mr. Starogiannis served as a corporate development consultant to Mundoro Capital Inc. assisting with Joint Venture partners, due diligence processes, and vending of properties to 3rd parties.  Since 2018 Mr. Starogiannis has practiced as a business strategy and compliance consultant in a multidisciplinary firm he co-founded.  In that capacity he has assisted companies and start-ups with business plans, business strategy, corporate development, financial modelling, and corporate structuring.

Mr. Starogiannis holds a Bachelor of Applied Science in Geological and Mineral Engineering from the University of Toronto (1996) and a Master’s in Business Administration from the Rotman School of Management at the University of Toronto (2001).  Mr. Starogiannis is a licensed Professional Engineer in the Province of Ontario.  Mr. Starogiannis has also served as an independent Director for Sailfish Royalty Corp. from January 2018 to present.

Ronan Sabo-Walsh, Proposed Chief Financial Officer

Ronan Sabo-Walsh has more than a decade of international finance experience, particularly in the exploration and mining industries. Mr. Sabo-Walsh is currently the Chief Financial Officer and Corporate Secretary of Novo Resources Corp. (TSX: NVO), a gold miner and explorer with a focus on conglomerate gold projects in Australia which is currently developing its Beatons Creek project near Nullagine, Western Australia towards commercial production.

From 2011 to 2017, Mr. Sabo-Walsh was a member of the V Baron Global Financial Canada Ltd. corporate finance team in Vancouver, BC which provided full-service merchant banking and ongoing financial and legal back-office support to public companies. During this time, Mr. Sabo-Walsh also served as the CFO of a CSE-listed exploration company with assets in the United States. Mr. Sabo-Walsh moved to Perth, Western Australia in late 2017 to assume responsibility over Novo’s operations.

Mr. Sabo-Walsh holds a Bachelor of Commerce degree from the Sauder School of Business at the University of British Columbia. Mr. Sabo-Walsh will provide services to the Resulting Issuer typical of that associated with his position as Chief Financial Officer and Corporate Secretary to Novo Resources Corp.

Quinton Hennigh, Proposed Technical Advisor (on behalf of Crescat Capital)

Dr. Hennigh is a globally renowned exploration geologist with 30+ years of precious metals mining experience. Dr. Hennigh began his career in gold exploration after obtaining his PhD in Geology/Geochemistry from the Colorado School of Mines. Early in his career he worked for major gold mining companies including Homestake Mining (now Barrick Gold Corp.), Newcrest Mining, and Newmont Corp. Later, Dr. Hennigh founded Novo Resources Corp (TSX: NVO), acting as its CEO and currently serving as Non-Executive Chairman. He has played a key role in major global discoveries such as Novo’s Pilbara assets in Western Australia, First Mining Gold’s Springpole gold deposit in Ontario, Kirkland Lake Gold’s Fosterville gold mine in Australia, the Rattlesnake Hills gold deposit in Wyoming, and Lion One’s Tuvatu gold project in Fiji, among many others.

    

Sources:

 

  1. Taube, A., 1986. The Mount Morgan gold-copper mine and environment, Queensland; a volcanogenic massive sulfide deposit associated with penecontemporaneous faulting. Economic Geology 1986; 81 (6): 1322–1340. doi: https://doi.org/10.2113/gsecongeo.81.6.1322 

 

  1. Fergusson, CL, 2019. Subduction accretion and orocline development in modern and ancient settings: Implications of Japanese examples for development of the New England Orogen of eastern Australia. Journal of Geodynamics, 129, 117-130. 

 

  1. Ashley, PM and Flood, PG, 1997. Tectonics and metallogenesis of the New England orogen. Geological Society of Australia. 

  

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