THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) AND THE TERMS AND CONDITIONS SET OUT HEREIN (TOGETHER, THIS “ANNOUNCEMENT”) IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR FORM ANY PART OF AN OFFER TO SELL OR ISSUE, OR A SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY SECURITIES IN THE UNITED STATES, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NO PUBLIC OFFERING OF THE FUNDRAISE SHARES IS BEING MADE IN ANY SUCH JURISDICTION OTHER THAN IN CANADA ON THE TERMS AND CONDITIONS SET OUT IN A PROSPECTUS SUPPLEMENT TO, AND INCLUDING, THE FINAL SHORT FORM BASE SHELF PROSPECTUS OF THE COMPANY DATED 29 OCTOBER 2021, FILED IN ALL PROVINCES AND TERRITORIES OF CANADA, EXCEPT QUÉBEC. ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF SUCH JURISDICTIONS.
THIS ANNOUNCEMENT IS NOT FOR PUBLIC RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
LONDON, UK / ACCESSWIRE / November 29, 2021 / Horizonte (AIM:HZM)(), announces that, further to the announcement made on 23 November 2021 (the “Equity Fundraise Announcement“) in relation to the proposed fundraise of approximately US$197 million (the “Equity Fundraise“) and the proposed admission of the Company’s enlarged share capital to AIM and the Toronto Stock Exchange (the “TSX”), a shareholder circular (the “Circular“) relating to the Equity Fundraise will be published today and will be filed on the Company’s profile on SEDAR and mailed to shareholders on or before 29 November 2021. The Company has applied to list the New Ordinary Shares on the TSX and application will be made for the New Ordinary Shares to also be admitted to trading on AIM. Listing will be subject to approval by the TSX and the Company fulfilling all of the requirements of the TSX. It is expected that TSX and AIM Admission will become effective on or around 22 December 2021.
The Circular contains details of the Open Offer which provides existing holders of ordinary shares in the Company whose names appear on the register of members of the Company on a specified record date (the “Qualifying Shareholders“) with the opportunity to subscribe for Open Offer Shares on the basis of 1 Open Offer Share for every 20 Ordinary Shares held on the Record Date, at the Issue Price.
Full details of the Open Offer, including terms and conditions and details of how to accept the Open Offer, are set out in the Circular. The Circular is also available via the Company’s website: https://horizonteminerals.com/uk/en/, and will be filed and available on the Company’s profile on SEDAR at www.SEDAR.com.
The Company advises shareholders that there is a typographical error on page 36 of the Circular concerning the timing for applications under the Open Offer. Shareholders (in particular Qualifying CREST Shareholders) should note that in order for an application under the Open Offer to be valid the USE instruction must comply with the requirements as to authentication and contents set out in the Circular and must settle on or before 11.00 a.m. on 17 December 2021, and not 8:00 a.m. on 22 December 2021 as stated on page 36.
The Circular includes a Notice of General Meeting convening an general meeting to be held at the offices of, Rex House, 4-12 Regent St, London, SW1Y 4RG, United Kingdom at 1.00 p.m. on 20 December 2021 (the ” General Meeting“).
The Company continues to monitor the COVID-19 situation, including UK Government legislation and guidance, and will continue to do so in the lead up to the General Meeting. The health of our Shareholders, employees and stakeholders is extremely important to us. Whilst as at the date of this document all restrictions on public meetings have been lifted, there is no guarantee that things will not change between this date and the date of the General Meeting.
In the event that the Company is forced, due to the reimplementation of COVID-19 restrictions, to hold the meeting as a closed meeting, or limit the numbers of people able to attend, a further announcement will be made as to how members will be able to ask questions which they may have otherwise asked at the General Meeting regarding the resolutions.
For further information, visit www.horizonteminerals.com or contact:
+44 (0) 203 356 2901
Peel Hunt LLP (NOMAD & Joint Broker)
|+44 (0)20 7418 8900|
BMO Capital Markets (Joint Broker)
|+44 (0) 20 7236 1010|
This Announcement is not for publication or distribution, directly or indirectly, in or into the United States of America. This Announcement is not an offer of securities for sale into the United States. 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“), or with any securities regulatory authority of any state or jurisdiction of the United States, and may not be offered or sold in the United States, except pursuant to an applicable exemption from the registration requirements of the U.S. Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. No public offering of the Placing Shares is being made in the United States.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR FORM ANY PART OF AN OFFER TO SELL OR ISSUE, OR A SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY SECURITIES IN THE UNITED STATES, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NO PUBLIC OFFERING OF THE FUNDRAISE SHARES IS BEING MADE IN ANY SUCH JURISDICTION. ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF SUCH JURISDICTIONS.
This Announcement is not for public release, publication or distribution, in whole or in part, directly or indirectly, in or into the United States, Australia, the Republic of South Africa, Japan or any other jurisdiction in which such release, publication or distribution would be unlawful.
No action has been taken by the Company, the Joint UK Bookrunners, the Canadian Agents or any of their respective affiliates, or any of its or their respective directors, officers, partners, employees, advisers and/or agents (collectively, “Representatives”) that would permit an offer of the Placing Shares or possession or distribution of this Announcement or any other publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons receiving this Announcement are required to inform themselves about and to observe any restrictions contained in this Announcement. Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Announcement should seek appropriate advice before taking any action. Persons distributing any part of this Announcement must satisfy themselves that it is lawful to do so.
Investors Resident in the United Kingdom and the EEA
This Announcement is directed at and is only being distributed to: (a) persons in member states of the European Economic Area (the “EEA“) who are “qualified investors”, as defined in Article 2(e) of the Prospectus Regulation (Regulation (EU) 2017/1129) (the “Prospectus Regulation”) (“EEA Qualified Investors”), (b) persons in the United Kingdom, who are qualified investors, being persons falling within the meaning of Article 2(e) of Prospectus Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the “UK Prospectus Regulation”), and who (i) have professional experience in matters relating to investments who fall within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”); or (ii) are persons falling within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations, etc”) of the Order; or (c) persons to whom it may otherwise be lawfully communicated (each such person in (a), (b) and (c), a “Relevant Person”). This Announcement and the information in it must not be acted on or relied on by persons who are not Relevant Persons. Persons distributing this Announcement must satisfy themselves that it is lawful to do so. Any investment or investment activity to which this Announcement or the Placing relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. This Announcement does not itself constitute an offer for sale or subscription of any securities in the Company.
This Announcement is not being distributed by, nor has it been approved for the purposes of section 21 of the Financial Services and Markets Act 2000, as amended (“FSMA“) by, a person authorised under FSMA. This Announcement is being distributed and communicated to persons in the United Kingdom only in circumstances in which section 21(1) of FSMA does not apply.
Investors Resident in the United States
This Announcement is not for publication or distribution, directly or indirectly, in or into the United States of America. This Announcement is not an offer of securities for sale into the United States. 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“), or with any securities regulatory authority of any state or jurisdiction of the United States, and may not be offered or sold in the United States, except pursuant to an applicable exemption from the registration requirements of the U.S. Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. No public offering of the Placing Shares is being made in the United States or elsewhere.
Investors Resident in Canada
This Announcement is not an offer of securities in Canada. The Canadian Agents have been retained to act as agents in connection with the Canadian Offering to conditionally offer Placing Shares for sale if, as and when issued by the Company and accepted by the Canadian Agents on a “best efforts” basis in accordance with the terms and conditions contained in the Agency Agreement. The Canadian Offering is being made in each of the provinces and territories of Canada, except Québec. Placing Shares will be offered in such provinces and territories through those Canadian Agents or their affiliates who are registered to offer Placing Shares for sale in such provinces and territories and such other registered dealers as may be designated by the Canadian Agents. Prospective investors in the Canadian Offering should rely only on the information contained or incorporated by reference in the Canadian Prospectus. The Company and the Canadian Agents have not authorised anyone to provide purchasers with information different from that contained or incorporated by reference in the Canadian Prospectus.
No Prospectus Outside Canada
Other than in Canada as contemplated pursuant to the terms of the Agency Agreement, no public offering of the Placing Shares is being made in the United States, United Kingdom or elsewhere. No prospectus will be made available in the United Kingdom, the United States or elsewhere (other than in Canada) in connection with the matters contained in this Announcement and all offers of the Equity Fundraise Shares, Glencore Subscription Shares and the Open Offer Shares will be made pursuant to an exemption from the requirement to produce a prospectus under the Prospectus Regulation (EU) 2017/1129 (as supplemented by Commission Delegated Regulation (EU) 2019/980 and Commission Delegated Regulation (EU) 2019/979), as amended from time to time and including any relevant implementing measure in any member state and / or as transposed into the laws of the United Kingdom pursuant to the European Union (Withdrawal) Act 2018.
Cautionary Statements Regarding Forward-Looking Information
This Announcement contains “forward-looking information” including as that term is defined under applicable Canadian securities legislation. Such information includes but is not limited to, the intended use of proceeds, the launch and closing of the anticipated Bookbuild; and the receipt of required approvals, including the approval of the shareholders of the Company and the TSX. Generally, forward-looking information can be identified by the use of words such as “plans”, “expects” or “is expected”, “scheduled”, “estimates” “intends”, “anticipates”, “believes”, or variations of such words and phrases, or statements that certain actions, events or results “can”, “may”, “could”, “would”, “should”, “might” or “will”, occur or be achieved, or the negative connotations thereof. These forward-looking statements are subject to numerous risks and uncertainties, certain of which are beyond the control of the Company, which could cause the actual results, performance or achievements of the Company to be materially different from the future results, performance or achievements expressed or implied by such information. These risks include, without limitation, risks related to AIM Admission and the approval of the TSX and other applicable securities regulatory authorities, a failure to obtain adequate financing on a timely basis and on acceptable terms, political and regulatory risks associated with mining and exploration activities, including environmental regulation, risks and uncertainties relating to the interpretation of drill and sample results, risks related to the uncertainty of cost and time estimation and the potential for unexpected delays, costs and expenses, risks related to metal price fluctuations, the market for nickel and cobalt products, other risks and uncertainties related to the Company’s prospects, properties and business as well as those risk factors discussed or referred to herein and in the Company’s disclosure record, including in its annual information form for the year ended December 31, 2020 filed with the securities regulatory authorities in all territories and provinces of Canada, other than Quebec, and available at www.sedar.com. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events or results not to be anticipated, estimated or intended. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. The Company undertakes no obligation to update forward-looking information if circumstances or management’s estimates, assumptions or opinions should change, except as required by applicable law. The reader is cautioned not to place undue reliance on forward-looking information. The information in this Announcement is subject to change.
BMO Capital Markets Limited, which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for the Company and for no one else in connection with the UK Placing and will not regard any other person (whether or not a recipient of this Announcement) as a client in relation to the UK Placing or any other matter referred to in this Announcement and will not be responsible to anyone other than the Company in connection with the UK Placing or for providing the protections afforded to their respective clients or for giving advice in relation to the UK Placing or any other matter referred to in this Announcement.
Peel Hunt LLP, which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for the Company and for no one else in connection with the UK Placing and will not regard any other person (whether or not a recipient of this Announcement) as a client in relation to the UK Placing or any other matter referred to in this Announcement and will not be responsible to anyone other than the Company in connection with the UK Placing or for providing the protections afforded to their respective clients or for giving advice in relation to the UK Placing or any other matter referred to in this Announcement. Peel Hunt LLP’s responsibilities as the Company’s nominated adviser under the AIM Rules for Nominated Advisers are owed solely to the London Stock Exchange and are not owed to the Company or to any Director or to any other person.
H&P Advisory Ltd, which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for the Company and for no one else in connection with the UK Placing and will not regard any other person (whether or not a recipient of this Announcement) as a client in relation to the UK Placing or any other matter referred to in this Announcement and will not be responsible to anyone other than the Company in connection with the UK Placing or for providing the protections afforded to their respective clients or for giving advice in relation to the UK Placing or any other matter referred to in this Announcement.
In connection with the Placing, the Joint UK Bookrunners, the Canadian Agents and any of their respective affiliates, acting as investors for their own account, may take up a portion of the shares in the Placing as a principal position and in that capacity may retain, purchase, sell, offer to sell for the own accounts or otherwise deal for their own account in such shares and other securities of the Company or related investments in connection with the Placing or otherwise. Accordingly, references to Placing Shares being offered, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or acquisition, placing or dealing by, the Joint UK Bookrunners, the Canadian Agents and any of their respective affiliates acting in such capacity. In addition, the Joint UK Bookrunners, the Canadian Agents and any of their respective affiliates may enter into financing arrangements (including swaps) with investors in connection with which the Joint UK Bookrunners, the Canadian Agents and any of their respective affiliates may from time to time acquire, hold or dispose of shares. None of the Joint UK Bookrunners nor any of the Canadian Agents intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.
This Announcement is being issued by and is the sole responsibility of the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by or on behalf of any of the Joint UK Bookrunners or any of the Canadian Agents (apart from, in the case of the Joint UK Bookrunners, the responsibilities or liabilities that may be imposed by the Financial Services and Markets Act 2000, as amended (“FSMA”) or the regulatory regime established thereunder) and/or by any of their respective affiliates and/or any of their respective Representatives as to, or in relation to, the accuracy, adequacy, fairness or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or their respective advisers or any other statement made or purported to be made by or on behalf of any of the Joint UK Bookrunners, any of the Canadian Agents and/or any of their respective affiliates and/or by any of their respective Representatives in connection with the Company, the Equity Fundraise Shares, the Glencore Subscription Shares, the Open Offer Shares, the Proposed Funding Package or the Open Offer and any responsibility and liability whether arising in tort, contract or otherwise therefor is expressly disclaimed. No representation or warranty, express or implied, is made by any of the Joint UK Bookrunners, any of the Canadian Agents and/or any of their respective affiliates and/or any of their respective Representatives as to the accuracy, fairness, verification, completeness or sufficiency of the information or opinions contained in this Announcement or any other written or oral information made available to or publicly available to any interested party or their respective advisers, and any liability therefor is expressly disclaimed.
The information in this Announcement may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, reproduction or disclosure of this Announcement, in whole or in part, is unauthorised. Failure to comply with this directive may result in a violation of the U.S. Securities Act or the applicable laws of other jurisdictions.
This Announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Placing Shares. Any investment decision to buy Placing Shares must be made solely on the basis of publicly available information. This Announcement does not constitute a recommendation concerning any investor’s options with respect to the Placing. Recipients of this Announcement should conduct their own investigation, evaluation and analysis of the business, data and other information described in this Announcement. The price and value of securities can go down as well as up and investors may not get back the full amount invested upon the disposal of the shares. Past performance is not a guide to future performance. The contents of this Announcement are not to be construed as legal, business, financial or tax advice. Each investor or prospective investor should consult his or her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, business, financial or tax advice.
Any indication in this Announcement of the price at which the Company’s shares have been bought or sold in the past cannot be relied upon as a guide to future performance. Persons needing advice should consult an independent financial adviser. No statement in this Announcement is intended to be a profit forecast or profit estimate for any period and no statement in this Announcement should be interpreted to mean that earnings, earnings per share or income, cash flow from operations or free cash flow for the Company for the current or future financial periods would necessarily match or exceed the historical published earnings, earnings per share or income, cash flow from operations or free cash flow for the Company.
The Equity Fundraise Shares and the Glencore Subscription Shares to be issued pursuant to the Proposed Funding Package will not be admitted to trading on any stock exchange other than AIM and the TSX. The Equity Fundraise Shares will, when issued in accordance with the rules of the TSX, form part of the Ordinary Shares of the Company currently listed for trading on the TSX.
Neither the content of the Company’s website (or any other website) nor the content of any website accessible from hyperlinks on the Company’s website (or any other website) is incorporated into, or forms part of, this Announcement.
This Announcement has been prepared for the purposes of complying with applicable law and regulation in the United Kingdom and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside the United Kingdom.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [email protected] or visit www.rns.com.
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Gold Springs Resource Corp. 2021 Drilling Results Highlights
VANCOUVER, BC / ACCESSWIRE / January 14, 2022 / Gold Springs Resource Corp. (TSX:GRC)(OTCQB:GRCAF) (the "Company" or "GRC"), completed in 2021 a total…
VANCOUVER, BC / ACCESSWIRE / January 14, 2022 /( )(OTCQB:GRCAF) (the “Company” or “GRC”), completed in 2021 a total of 18,076 meters of drilling in 82 holes at Gold Springs, its 8,000 ha project located in the USA, on the border of Nevada and Utah, which produced these significant results:
“Tremor” Drilling result Highlights:
- 6.87 g/t gold equivalent over 24.4 meters, which included
30.90 g/t gold equivalent over 4.6 meters, and
0.59 g/t gold equivalent over 82.3 meters in hole J-21-006
(for details on hole J-21-006, please refer to the Company’s press release dated September 7, 2021).
- 1.42 g/t gold equivalent over 33.5 meters within the vein, which includes,
3.26 g/t gold equivalent over 10.7 meters within the vein, and
0.94 g/t gold equivalent over 123.5 meters within the intrusive and contact zone in hole J-21-015
(for details on hole J-21-015, please refer to the Company’s press release dated December 3, 2021).
“North Jumbo” Drilling result Highlights:
- 2.60 g/t gold equivalent over 3.1 meters in hole J-21-001 and
4.46 g/t gold equivalent over 1.6 meters in hole J-21-001
(for details on hole J-21-001, please refer to the Company’s press release dated July 5, 2021).
“South Jumbo” Drilling Result Highlights:
- 5.47 g/t gold equivalent over 19.8 meters in hole E-21-012;
- 1.70 g/t gold equivalent over 9.1 meters in hole E-21-004;
- 0.56 g/t gold equivalent over 16.8 meters in hole E-21-016
(for details on holes E-21-004 and E-21-012, please refer to the Company’s press release dated July 5, 2021;
for details on hole E-21-016, please refer to the Company’s press release dated September 7, 2021).
“Charlie Ross” Drilling result Highlights:
- 1.17 g/t gold equivalent over 45.7 meters, which includes,
2.56 g/t gold equivalent over 15.2 meters in hole CR-21-005;
- 1.26 g/t gold equivalent over 15.3 meters, which includes,
2.24 g/t gold equivalent over 9.2 meters in hole CR-21-008
(for details on holes CR-21-005 and CR-21-008, please refer to the Company’s press release dated October 19, 2021)
*Gold Equivalent (AuEq) based on $1,800/oz gold and $25/oz Ag
Randall Moore, Executive Vice President of Exploration, stated: “2021 has been an exciting year where we made new discoveries on several of our 33 targets, especially a significant one at “Tremor”. We are very pleased with the progress we achieved at Gold Springs this past year. Our goal for 2022 is to increase the size of our 4 existing resource areas and to identify new ones with an aggressive drill program. In parallel, we will be completing baseline studies and moving the permitting process forward to de-risk the project. In the coming weeks we hope to receive the last 22 assays from our 2021 program:
15 additional holes at “Tremor” drilled to offset the promising results in holes J-21-006 and 015, and 7 follow-up holes at “Charlie Ross”.
The Qualified Person on the Gold Springs Project is Randall Moore, Executive Vice President of Exploration for, and he has reviewed and approved the content of this press release.
( and OTCQB: GRCAF) is focused on the exploration and expansion of the gold and silver resources of its PEA-stage Gold Springs project located on the border of Nevada and Utah, USA. The project is situated in the prolific Great Basin of Western USA, one of the best mining jurisdictions in the world.
Antonio Canton, President and CEO
Forward Looking Statements
Certain statements contained herein constitute “forward-looking information” under applicable Canadian securities laws (“forward-looking statements”). Forward-looking statements look into the future and address events or developments that the Company expects to occur in the future, and include statements related to the completion of baseline studies and moving the permitting process forward to de-risk the project. Forward-looking statements may include words such as “creating”, “believe”, “would”, “continue”, “will”, “promising”, “should”, and similar expressions. These forward-looking statements are based on current expectations and entail various risks and uncertainties. Actual results may materially differ from expectations if known and unknown risks or uncertainties affect our business or if our estimates or assumptions prove inaccurate. Factors that could cause results or events to differ materially from current expectations expressed or implied by the forward-looking statements, include, but are not limited to, risks of the mineral exploration industry which may affect the advancement of the Gold Springs project, including possible variations in mineral resources, grade, recovery rates, metal prices, capital and operating costs, and the application of taxes; availability of sufficient financing to fund planned or further required work in a timely manner and on acceptable terms; availability of equipment and qualified personnel, failure of equipment or processes to operate as anticipated, changes in project parameters, including water requirements for operations, as plans continue to be refined; regulatory, environmental and other risks of the mining industry more fully described in the Company’s Annual Information Form and continuous disclosure documents, which are available on SEDAR at www.sedar.com. The assumptions made in developing the forward-looking statements include: the accuracy of current resource estimates and the interpretation of drill, metallurgical testing and other exploration results; the continuing support for mining by local governments in Nevada and Utah; the availability of equipment and qualified personnel to advance the Gold Springs project; execution of the Company’s existing plans and further exploration and development programs for Gold Springs, which may change due to changes in the views of the Company or if new information arises which makes it prudent to change such plans or programs.
Readers are cautioned not to place undue reliance on the forward-looking statements contained in this press release. Except as required by law, the Company assumes no obligation to update or revise any forward-looking statement, whether as a result of new information, future events or any other reason. Unless otherwise indicated, forward-looking statements in this press release describe the Company’s expectations as of the date hereof.
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McFarlane Lake Mining Limited Completes Reverse Takeover Transaction
Sudbury, Ontario–(Newsfile Corp. – January 14, 2022) – McFarlane Lake Mining Limited ("McFarlane" or the "Company") (formerly 1287401 B.C. Ltd. ("128"))…
Sudbury, Ontario–(Newsfile Corp. – January 14, 2022) – McFarlane Lake Mining Limited (“McFarlane” or the “Company“) (formerly 1287401 B.C. Ltd. (“128“)) is pleased to announce the completion of its previously announced reverse takeover transaction (the “RTO” or “Transaction“) with McFarlane Lake Mining Incorporated (“MCFL“), a privately held mineral exploration company incorporated under the laws of the Province of Ontario, by way of a three-cornered amalgamation (the “Amalgamation“).
In connection with the completion of the Transaction, the NEO Exchange Inc. (the “Exchange“) has conditionally approved the listing of the MLM Shares (as defined below). The MLM Shares are expected to commence trading on the Exchange under the symbol “MLM” on or about January 26, 2022. Listing will be subject to the Company meeting all of the Exchange’s listing requirements. A further press release will be issued once trading has commenced.
Prior to the completion of the Transaction, the Company: (i) completed a share split of its issued and outstanding common shares on the basis of 1.20967742 post-split shares for each 1 pre-split share; and (ii) approved the name change from “1287401 B.C. Ltd.” to “McFarlane Lake Mining Limited” (the “Name Change“).
The Transaction was completed according to the terms of a business combination agreement dated January 12, 2022 (the “Business Combination Agreement“). Pursuant to the Business Combination Agreement, on the date hereof, MCFL and 1000034047 Ontario Inc. (“Subco“) (a wholly-owned subsidiary of the Company incorporated under the laws of the Province of Ontario for the purpose of completing the Transaction) amalgamated in accordance with the provisions of the Business Corporations Act (Ontario) and continued operating under the name “McFarlane Lake Mining Incorporated” (“Amalco“).
In connection with the Transaction: (i) the holders of the 75,582,313 issued and outstanding common shares of MCFL (each a “Target Share“) received one common share of the Company (each a “MLM Share“) for each Target Share held; (ii) the holders of the 65,500 issued and outstanding common shares of Subco (each a “Subco Share“) received one MLM Share for each Subco Share held; (iii) as consideration for the issuance of the MLM Shares to effect the Amalgamation, the Company received one common share of Amalco for each MLM Share issued to holders of Target Shares and Subco Shares; and (iv) each Subco Share issued to the Company on incorporation was cancelled.
Additionally, the Company issued approximately 4,206,156 replacement warrants (the “MLM Warrants“) to existing holders of common share purchase warrants in MCFL and Subco on a 1:1 basis. Concurrently with the completion of the Transaction, the Company has: (i) granted an aggregate of 5,500,000 replacement options (“MLM Options“) to the directors and officers of MCFL, to purchase common shares (the “Option Shares“) of the Company, exercisable at a price of $0.10 per Option Share until May 31, 2026; and (ii) issued 834,575 replacement broker warrants and 262,500 replacement advisory warrants to Canaccord Genuity Corp. (“Canaccord“) on the same terms and conditions as the broker warrants and advisory warrants issued to Canaccord for services provided in connection with MCFL’s previously completed brokered and non-brokered offerings of units and flow-through common shares (together, the “Offerings“) (see the Company’s press release dated December 10, 2021 for further information regarding the Offerings).
In the near future, the Company plans on filing articles of continuance to continue from the Province of British Columbia into the Province of Ontario, subject to regulatory approvals.
A summary of material changes resulting from the Transaction are provided herein. For further information, readers are referred to the filing statement of the Company dated January 14, 2022 (the “Filing Statement“) which was prepared in accordance with the requirements of the Exchange and filed under the Company’s SEDAR profile at www.SEDAR.com. Included in the Filing Statement is a summary of the National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101“) technical report prepared pursuant to NI 43-101, prepared by Sears, Barry & Associates Limited partner Seymour M. Sears titled “NI 43-101 Technical Report on the High Lake and West Hawk Lake, Canada” with an effective date of May 25, 2021 (the “Technical Report“). The full version of the Technical Report is also available on the Company’s SEDAR profile at www.SEDAR.com.
Board and Management
Immediately after the completion of the Transaction, the Company reconstituted its board of directors to consist of seven (7) nominees of MCFL, and all existing officers of the Company resigned and were replaced by nominees of MCFL.
After completion of the Transaction, there are: (i) 79,397,813 MLM Shares issued and outstanding; (ii) 4,206,156 MLM Warrants issued and outstanding, with each MLM Warrant being exercisable for a MLM Share at an exercise price of $0.60 and having an expiry date of December 9, 2024; and (iii) 5,500,000 MLM Options, with each MLM Option being exercisable for a MLM Share at a price of $0.10 until May 31, 2026.
Pursuant to the requirements of the Exchange, upon listing of the MLM Shares, all securities of the Company that are held by “principals” of the Company (collectively, the “Escrowed Securityholders“) will be placed into escrow. Upon completion of the Transaction, there are an aggregate of 30,345,400 MLM Shares, 131,250 MLM Warrants and 5,000,000 MLM Options (collectively, the “Escrowed Securities“) held in escrow pursuant to a security escrow agreement (“Resulting Issuer Escrow Agreement“) entered into among TSX Trust Company, as the escrow agent, the Company, and the Escrowed Securityholders.
Subject to the Resulting Issuer Escrow Agreement, 25% of the Escrowed Securities held by the Escrowed Shareholders shall be released from escrow on the date the MLM Shares are listed on the Exchange (“Listing“), 25% shall be released from escrow 6 months after Listing, 25% shall be released from escrow 12 months after Listing, and the remaining 25% shall be released from escrow 18 months following Listing.
Directors and Officers
In connection with the Transaction, the following individuals were elected to serve as members of the board of directors of the Company or appointed as officers. The following information is as furnished by such directors and officers.
Mark Trevisiol, 60 – Chief Executive Officer, President and Director
Mr. Trevisiol is a professional engineer with 30 years of experience in mineral processing, mining, capital projects and executive management. Mr. Trevisiol spent over 20 years with Glencore predecessor companies Falconbridge Ltd. and Xstrata Nickel, where he was General Manager of Business Development and Strategy, General Manager of the Sudbury Smelter Business Unit, Manager of Smelter Operations and Superintendent of the Kidd Creek Zinc Plant. More recently, Mark held a number of executive leadership and board positions, including CEO positions at Crow flight Minerals and Silver Bear Resources. During his career, Mr. Trevisiol has had responsibility in mining and mineral processing for teams of up to 300 people, with responsibility for operations, safety & environment, custom feed, engineering, maintenance and technology. He has worked across several commodities, including nickel, cobalt, zinc, copper, lithium, gold, and silver. Mr. Trevisiol holds an Engineering degree from the University of Waterloo.
Charles Lilly, 63 – Chief Financial Officer, Corporate Secretary and Director
Mr. Lilly is a partner in the public accounting firm of Sostarich, Ross, Wright & Cecutti, LLP. He has a B. Comm from Laurentian University, where he graduated Summa Cum Laude, and an M.B.A. from the University of Toronto. Mr. Lilly has served as an officer or a director of a number of public corporations listed on the Toronto Stock Exchange and the Toronto Venture Stock Exchange.
Roger Emdin, 63 – Chief Operating Officer and Director
Mr. Emdin is a Professional Mining Engineer with more than 30 years of global experience in Operations, Projects, Engineering and Sustainable Development in both base metal and gold mining environments. Mr. Emdin started out in gold with the Dome and Canamax Resources in Ontario before turning to base metals in Zambia, returning to Canada but working globally as a consultant. Joined Glencore (Falconbridge) filling various roles including, Engineering Superintendent, Mine Manager (Craig & Nickel Rim South) and of Manager Sustainable Development for Sudbury Operations before coming back to gold in 2015 as the Vice President of Operations for. Mr. Emdin served as the Industry Co-Chair for the Mining Legislative Review Committee for 7 years, was active in the Ontario Mining Association and served as the Chair of the Board of Directors for the Centre for Excellence in Mining Innovation (CEMI). Mr. Emdin also participated with the Ontario government as a member of the Advisory Group to the Mining Health and Safety Prevention Review and was a member of the Board for Cambrian College for six years including roles of Chair of the Audit Committee and Chair.
Perry Dellelce, 58 – Director
Mr. Dellelce is a founder and the managing partner of Wildeboer Dellelce LLP, one of Canada’s leading corporate finance and transactional law firms. Mr. Dellelce practices in the areas of securities, corporate finance and mergers and acquisitions. Mr. Dellelce serves on the boards of many of Canada’s leading businesses, including but not limited to, Mount Logan Capital Inc. and Lendified Inc. Mr. Dellelce is the past chair and a current member of the board of directors of the Sunnybrook Foundation and the current chair of the NEO Exchange Inc. and Canadian Olympic Foundation. Mr. Dellelce holds a BA from Western University, a LLB from the University of Ottawa and an MBA degree from the University of Notre Dame.
Amanda Fullerton, 41 – Director
Ms. Fullerton has been the Vice-President, Legal & Corporate Secretary of GCM Mining Corp. since March 25, 2019. She has also been the Corporate Secretary atsince February 2021. She was a Vice President, Legal (and prior thereto, Associate, Legal) of Macquarie Capital Markets Canada Ltd. from March 24, 2014, to March 22, 2019. Prior thereto, Ms. Fullerton was an associate with Fasken Martineau DuMoulin LLP from September 2008 to March 2011 and MacLeod Dixon LLP (now Norton Rose Fulbright LLP) from March 2011 to March 2014 and practiced in the areas of corporate finance, mergers and acquisitions and corporate/commercial law, focused primarily on the mining industry.
Guy Mahaffy, 50 – Director
Mr. Mahaffy is the managing director of W.G. Mahaffy Limited, a financial advisory firm. He holds the professional designations of Chartered Accountant, Chartered Professional Accountant and Chartered Financial Analyst. He has over 25 years of experience, with the past 15 years focused on the junior resource sector. He has served as an officer and director of mineral resources exploration companies on both the Toronto Stock Exchange and the TSX Venture Exchange, including previously having served as a director and as the chief financial officer offrom June 2009 to June 2012. Mr. Mahaffy was reappointed to the board of directors of Manitou Gold in 2015 and currently serves as the Chair of that company’s board of directors. He is also currently the Chief Financial Officer of
Fergus Kerr, 79 – Director
Mr. Kerr is a Professional Mining Engineer and is currently self employed as a consultant. Mr. Fergus Kerr is a graduate of the Royal School of Mines and a mining engineer with over 35 years of experience, including 14 years at Denison Mine’s Elliot Lake uranium mine, where he served as General Manager for five years. Subsequent to Denison, Mr. Kerr served as Sector Director at Workplace Safety & Insurance Board, and Mine Manager, Sudbury Operations at Inco LLC Area Manager at Inco’s Sudbury operations. Mr. Kerr is sought after health and safety specialist consulting globally with recent assignments in Mongolia, Indonesia and Australia.
Robert Kusins, 66 – Vice President, Geology
Mr. Kusins B.Sc., P Geo has over 35 years of mining, exploration and consulting experience. Mr. Kusins has spent his career involved with exploring, developing, validating and mining of a number of deposits including the Golden Giant Mine (Newmont Canada), Holloway Mine (Newmont Canada), Tundra Project (Noranda), Timmins West Mine Complex (Lake Shore Gold –) and most recently the Sugar Zone Mine ( ). Mr. Kusins has worked in the capacity of Chief Geologist, Chief Resource Geologist and Geology Manager at producing mines where he has co-authored several NI 43-101 Technical Reports. Previous to working for Harte, Mr. Kusins was employed by SRK as a Principal Consultant (Geology) in the Sudbury office. Proficient in GEOVIA GEMS with expertise in three-dimensional geological modeling, developing and managing exploration programs, data management and mineral resource estimation.
The MLM Shares are expected to be listed for trading on the Exchange on or about January 26, 2022. The Listing remains subject to the final approval by the Exchange and fulfillment of all the requirements of the Exchange in order to obtain such approval including, among other things, submission and acceptance of all documents requested by the Exchange in its conditional acceptance letter and payment of all outstanding fees to the Exchange.
In connection with the Transaction, each of Perry Dellelce and Mark Trevisiol acquired ownership, control, or direction over MLM Shares requiring disclosure pursuant to the early warning requirements of applicable securities laws.
Mr. Dellelce, in exchange for his holdings of Target Shares, acquired 11,550,000 MLM Shares representing approximately 14.55% of the Company’s issued and outstanding shares on a non-diluted basis. Mr. Trevisiol directly and indirectly owns or controls 12,350,000 MLM Shares, which represents approximately 15.55% of the Company’s issued and outstanding shares on a non-diluted basis.
The securities of the Company acquired by each of Mr. Dellelce and Mr. Trevisiol are presently being held only for investment purposes. Subject to regulatory approval, each holder may from time to time in the future increase or decrease their ownership, control, or direction over securities of the Company held by each of them, through market transactions, private agreements or otherwise, the whole depending on market conditions, the business and prospects of the Company and other relevant factors.
A copy of each early warning report (the “Early Warning Report“) will be filed by each of Mr. Dellelce and Mr. Trevisiol, respectively, pursuant to applicable securities laws in connection with the completion of the Transaction. A copy of each Early Warning Report to which this press release relates will be available under the Company’s profile on SEDAR www.SEDAR.com.
The MLM Shares acquired by each of Mr. Dellelce and Mr. Trevisiol are held in escrow pursuant to the Resulting Issuer Escrow Agreement described above under “Escrowed Securities“.
Additional information on McFarlane can be found by reviewing its profile on SEDAR at www.sedar.com.
About McFarlane Lake Mining Limited
McFarlane’s wholly owned subsidiary McFarlane Lake Mining Incorporated, a corporation incorporated under the laws of the Province of Ontario, has entered into a definitive purchase agreement dated effective December 30, 2021 with Canadian Star Minerals Ltd. (“CSM“) to purchase all of CSM’s right, title and interest in the High Lake mineral property located immediately east of the Ontario-Manitoba border, the West Hawk Lake mineral property located immediately west of the Ontario-Manitoba border and the McMillan mineral property located 13km south of Espanola . In addition, McFarlane Lake Mining Incorporated holds options to purchase the Michaud/Munro mineral property and the Mongowin mineral property. McFarlane is a “reporting issuer” under applicable securities legislation in the provinces of British Columbia and Alberta.
Additional information on McFarlane can be found by reviewing its profile on SEDAR at www.SEDAR.com.
McFarlane engaged Sears, Barry & Associates Limited partner Seymour M. Sears (the “Author“) to prepare the Technical Report. The Author is a “qualified person” and considered “independent”, as such terms are defined in NI 43-101. All of the scientific and technical mining disclosure contained in this news release and the Filing Statement regarding the High Lake Property and West Hawk Lake Property has been reviewed and approved by the Author. The materials in Part IV – Information Concerning McFarlane – Material Mineral Project | High Lake – West Hawk Lake Project” in the Filing Statement comprise the “Summary” section of the Penouta Project Technical Report.
Cautionary Note Regarding Forward-Looking Information:
This news release contains “forward-looking information” and “forward-looking statements” (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 involves discussions with respect to 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 involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance, or achievements of McFarlane to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Factors that could cause actual results to differ materially from those anticipated in these forward-looking statements are described under the caption “Risks and Uncertainties” in the Filing Statement dated as of January 14, 2022 which is available for view on SEDAR at www.sedar.com. Forward-looking statements contained herein are made as of the date of this press release and McFarlane disclaims, other than as required by law, any obligation to update any forward-looking statements whether as a result of new information, results, future events, circumstances, or if management’s estimates or opinions should change, or otherwise. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, the reader is cautioned not to place undue reliance on forward-looking statements.
McFarlane’s operations could be significantly adversely affected by the effects of a widespread global outbreak of a contagious disease, including the recent outbreak of illness caused by COVID-19. It is not possible to accurately predict the impact COVID-19 will have on operations and the ability of others to meet their obligations, including uncertainties relating to the ultimate geographic spread of the virus, the severity of the disease, the duration of the outbreak, and the length of travel and quarantine restrictions imposed by governments of affected countries. In addition, a significant outbreak of contagious diseases in the human population could result in a widespread health crisis that could adversely affect the economies and financial markets of many countries, resulting in an economic downturn that could further affect operations and the ability to finance its operations.
For further information regarding the Transaction, please contact:
Mark Trevisiol, Chief Executive Officer, President and Director
McFarlane Lake Mining Limited
Wildeboer Dellelce LLP
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/110310
Ready Set Gold Announces New Executive Appointments
Toronto, Ontario–(Newsfile Corp. – January 14, 2022) – Ready Set Gold Corp. (CSE: RDY) (FSE: 0MZ) (OTC Pink: RDYFF) ("Ready Set Gold" or the "Company")…
Toronto, Ontario–(Newsfile Corp. – January 14, 2022) –( ) (FSE: 0MZ) (OTC Pink: RDYFF) (“Ready Set Gold” or the “Company”) announced that Mr. Christian Scovenna, the Company’s Chief Executive Officer (“CEO”) tendered his resignation as CEO effective immediately.
Mr. Scovenna was first appointed as Director and CEO on December 9, 2020. The Company is very appreciative of his valuable leadership and growth over the last thirteen months and the Company wishes Mr. Scovenna success in his future endeavours. Mr. Scovenna brought critical leadership to help the company capitalize over that period of time and will remain on the Company’s Board of Directors.
The Company has appointed Mr. Alexander McAulay as its Interim CEO. In order to fulfill this new role, Mr. McAulay has resigned as the Company’s Chief Financial Officer (“CFO”), but will remain as the Company’s Corporate Secretary. Mr. Phillip Ellard, CPA has been appointed as the Company’s Interim CFO. All resignations and appointments are effective January 14, 2022.
About Ready Set Gold Corporation
is a precious metals exploration company listed on the Canadian Securities Exchange under symbol RDY and the Boerse Frankfurt Exchange as 0MZ. The Company has consolidated and now owns a 100% interest in the Northshore Gold Project, located in the Schreiber-Hemlo Greenstone Belt near Thunder Bay, Ontario which is prospective for gold and silver mineralization. The Company also owns a 100% interest in two separate claim blocks totaling 4,453 hectares known as the Hemlo Eastern Flanks Project. The Company also holds an option to acquire a 100% undivided interest in a continuous claim block totaling 1,634 hectares comprising the Emmons Peak Project located 50 km south of Dryden, Ontario that is near the Goliath and Goldlund advanced gold development projects.
On Behalf of the Board of Directors,
Interim Chief Executive Officer
Email: [email protected]
Interim CEO Direct Line: +1 (604) 365-0425
For further information please contact:
Sean Kingsley – Vice President, Corporate Communications
Email: [email protected]
Tel: +1 (604) 440-8474
Neither the Canadian Securities Exchange nor its Regulation Services Provider (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/110272
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