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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"))…

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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.

The Transaction

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.

Consolidated Capitalization

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.

Escrowed Securities

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 Harte Gold. 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 at Denarius Silver Corp. since 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 of Manitou Gold Inc. from 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 SPC Nickel Corp.

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 – Pan American Silver) and most recently the Sugar Zone Mine (Harte Gold). 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.

Exchange Approval

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.

Early Warning

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.

Qualified Persons

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.

Further Information

For further information regarding the Transaction, please contact:

Mark Trevisiol, Chief Executive Officer, President and Director
McFarlane Lake Mining Limited
[email protected]

Al Wiens
Wildeboer Dellelce LLP
[email protected]

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/110310











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Maritime Resources Closes Previously Announced Sale of Royalty Portfolio

Toronto, Ontario–(Newsfile Corp. – January 21, 2022) – Maritime Resources Corp. (TSXV: MAE) ("Maritime" or the "Company") is pleased to announce the closing…

Toronto, Ontario–(Newsfile Corp. – January 21, 2022) – Maritime Resources Corp. (TSXV: MAE) (“Maritime” or the “Company”) is pleased to announce the closing of its previously announced asset sale transaction with Nomad Royalty Company Ltd. (“Nomad”). Maritime sold a portion of its royalty portfolio in a number of Canadian exploration projects in Quebec, British Columbia and Ontario to Nomad for US$700,000, which was satisfied through the issuance of 96,818 Nomad common shares. As part of the asset sale process, a right of first refusal associated with one of the royalties being sold was exercised and the applicable royalty was sold for approximately $375,000, being the Canadian dollar equivalent of US$300,000.

Garett Macdonald, President and CEO of Maritime, commented, “This agreement realizes the value of our royalty portfolio today while also providing upside exposure through an equity position in Nomad, one the industry’s fastest growing royalty companies.”

About Maritime Resources Corp.

Maritime holds a 100% interest, directly and subject to option agreements entitling it to earn 100% ownership, in the Green Bay Property, including the former Hammerdown gold mine and the Orion gold project plus the Whisker Valley exploration project, all located in the Baie Verte Mining District near the town of King’s Point, Newfoundland and Labrador. The Hammerdown Gold Project is characterized by near-vertical, narrow mesothermal quartz veins containing gold associated with pyrite. Hammerdown was last operated by Richmont Mines between 2000-2004.

On Behalf of the Board:

Garett Macdonald, MBA, P.Eng.
President and CEO

For further information, please contact:

Tania Barreto, CPIR
Head of Investor Relations
1900-110 Yonge Street, Toronto, ON M5C 1T4.
www.maritimeresourcescorp.com

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Caution Regarding Forward-Looking Statements:

Certain of the statements made and information contained herein is “forward-looking information” within the meaning of National Instrument 51-102 – Continuous Disclosure Obligations. Forward-looking statements are often identified by terms such as “will”, “may”, “should”, “anticipate”, “expects”, “intends”, “indicates” “plans” and similar expressions. Forward-looking statements include statements concerning the anticipated closing of this asset Sale Agreement, potential to increase mineral resource and mineral reserve estimates, the Company’s decision to restart the Project, the Company’s plans regarding depth extension of the deposit at Hammerdown, the Company’s plans regarding completing additional infill and grade control testing within the PEA mine plan, the Company’s plans regarding drilling targets previously identified, the anticipated timing of provincial environmental assessment approval for Hammerdown and the Company’s activities related to the Nugget Pond gold circuit, including receipt of certain approvals related to those activities, amongst other things, which involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking information. All forward-looking statements and forward-looking information are based on reasonable assumptions that have been made by the Company in good faith as at the date of such information. Such assumptions include, without limitation, the price of and anticipated costs of recovery of, base metal concentrates, gold and silver, the presence of and continuity of such minerals at modeled grades and values, the capacities of various machinery and equipment, the use of ore sorting technology will produce positive results, the availability of personnel, machinery and equipment at estimated prices, mineral recovery rates, and others. Forward-looking information is subject to a variety of risks and uncertainties which could cause actual events or results to differ from those reflected in the forward-looking information, including, without limitation, the ability of the Company to continue to be able to access the capital markets for the funding necessary to acquire, maintain and advance exploration properties or business opportunities; global financial conditions, including market reaction to the coronavirus outbreak; competition within the industry to acquire properties of merit or new business opportunities, and competition from other companies possessing greater technical and financial resources; difficulties in advancing towards a development decision at Hammerdown and executing exploration programs at its Newfoundland and Labrador properties on the Company’s proposed schedules and within its cost estimates, whether due to weather conditions, availability or interruption of power supply, mechanical equipment performance problems, natural disasters or pandemics in the areas where it operates; increasingly stringent environmental regulations and other permitting restrictions or maintaining title or other factors related to exploring of its properties, such as the availability of essential supplies and services; factors beyond the capacity of the Company to anticipate and control, such as the marketability of mineral products produced from the Company’s properties; uncertainty as to whether the acquisition of the Nugget Pond gold circuit will be completed in the manner currently contemplated by the parties; uncertainty as to whether mineral resources will ever be converted into mineral reserves once economic considerations are applied; uncertainty as to whether inferred mineral resources will be converted to the measured and indicated categories through further drilling, or into mineral reserves, once economic considerations are applied; government regulations relating to health, safety and the environment, and the scale and scope of royalties and taxes on production; and the availability of experienced contractors and professional staff to perform work in a competitive environment and the resulting adverse impact on costs and performance and other risks and uncertainties, including those described in each MD&A of financial condition and results of operations. In addition, forward-looking information is based on various assumptions including, without limitation, assumptions associated with exploration results and costs and the availability of materials and skilled labour. Should one or more of these risks and uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in forward-looking statements. Accordingly, readers are advised not to place undue reliance on forward-looking information. Except as required under applicable securities legislation, Maritime undertakes no obligation to publicly update or revise forward-looking information, whether as a result of new information, future events or otherwise.

Neither TSX Venture Exchange (“TSX-V”) nor its Regulation Services Provider (as that term is defined in the policies of the TSX-V) accepts responsibility for the adequacy or accuracy of this release.

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To view the source version of this press release, please visit https://www.newsfilecorp.com/release/111200









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Canoe Mining Ventures Announces Private Placement Financing

Toronto, Ontario–(Newsfile Corp. – January 21, 2022) – Canoe Mining Ventures Corp. (TSXV: CLV) ( the "Company") is pleased to announce a non-brokered…

Toronto, Ontario–(Newsfile Corp. – January 21, 2022) – Canoe Mining Ventures Corp. (TSXV: CLV) ( the “Company“) is pleased to announce a non-brokered private placement financing for gross proceeds of CDN$500,000 through the issuance of 6,250,000 units in the capital of the Company (the “Units“) at a price of $0.08 per Unit (the “Offering“). Each Unit is comprised of one common share in the capital of the Company (each, a “Common Share“) and one-half of one whole Common Share purchase warrant (each whole warrant, a “Warrant“). Each Warrant entitles the holder thereof to acquire one Common Share at a price of $0.125 per Common Share until the date that is three years form the date of issuance (the “Warrant Term“), provided, however, that should the closing price at which the Common Shares trade on the TSX Venture Exchange (or any such other stock exchange in Canada as the Common Shares may trade at the applicable time) at $0.16 or higher for ten (10) trading days within any thirty (30) day trading day period at any time following the date that is four months and one day after the date of issuance, the Company may accelerate the Warrant Term (the “Reduced Warrant Term“) such that the Warrants shall expire on the date which is ten (10) days following the date a press release is issued by the Company announcing the Reduced Warrant Term, subject to adjustments in certain events. Gross proceeds raised from the Offering will be used for working capital and general corporate purposes.

Closing of the Offering is subject to receipt of all necessary corporate and regulatory approvals, including the approval of TSX Venture Exchange. All securities issued in connection with the Offering will be subject to a hold period of four months plus a day from the date of issuance and the resale rules of applicable securities legislation.

The Offering may constitute a related party transaction within the meaning of TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101“) as insiders of the Company may subscribe for 1,300,00 Units pursuant to the Offering. The Company is relying on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(b) and 5.7(1)(a) of MI 61-101, as the Company is not listed on a specified market and the fair market value of the participation in the Offering by the insider does not exceed 25% of the market capitalization of the Company in accordance with MI 61-101. The Company will file a material change report in respect of the related party transaction at least 21 days before the closing of the of the Offering.

This press release does not constitute an offer to sell or a solicitation of an offer to buy the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act“) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons as defined under applicable United States securities laws unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

On Behalf of the Board of Directors

Scott Kelly
Director and CEO
+1 416 998 4714

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

This news release includes certain “forward-looking statements” within the meaning of that phrase under Canadian securities laws. Without limitation, statements regarding future plans and objectives of the Company are forward-looking statements that involve various degrees of risk. Forward-looking statements reflect management’s current views with respect to possible future events and conditions and, by their nature, are based on management’s beliefs and assumptions and subject to known and unknown risks and uncertainties, both general and specific to the Company. Although the Company believes the expectations expressed in such forward-looking statements are reasonable, such statements are not guarantees of future performance and actual results or developments may differ materially from those in our forward-looking statements. The following are important factors that could cause the Company’s actual results to differ materially from those expressed or implied by such forward-looking statements: general market conditions, the uncertainty of future profitability and the uncertainty of access to additional capital. Additional information regarding the material factors and assumptions that were applied in making these forward-looking statements as well as the various risks and uncertainties facing the Company are described in greater detail in the “Risk Factors” section of the Company’s annual Management’s Discussion and Analysis and other continuous disclosure documents filed with the Canadian securities regulatory authorities which are available at www.sedar.com. The Company undertakes no obligation to update forward-looking information except as required by applicable law. The reader is cautioned not to place undue reliance on and the Company relies on litigation protection for forward-looking statements.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/111204






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Kaizen Discovery Announces Positive Ruling by The British Columbia Court of Appeal

Vancouver, British Columbia–(Newsfile Corp. – January 21, 2022) – Eric Finlayson, Interim President and Chief Executive Officer of Kaizen Discovery Inc….

Vancouver, British Columbia–(Newsfile Corp. – January 21, 2022) – Eric Finlayson, Interim President and Chief Executive Officer of Kaizen Discovery Inc. (TSXV: KZD) otherwise “Kaizen” or “the Company“) is pleased to announce that the appeal lodged by AM Gold following the March 22, 2021 dismissal of its legal action against Kaizen by the Supreme Court of British Columbia has itself been dismissed by the British Columbia Court of Appeal, which concluded that no errors were made in the trial judge’s reasoning and that “there is no basis upon which this Court should interfere.” The judgment is available on the Court of Appeal’s website.

The trial judge made a supplementary judgment dated September 9, 2021, awarding “special costs” payable jointly by AM Gold and its principal, John Fiorino (refer to Kaizen’s press release dated September 13, 2021). The award entitles Kaizen to pursue an indemnity for the costs it has incurred through a formal assessment process. Kaizen has incurred costs in excess of $3.2 million but the ultimate costs award may be varied in the assessment process.

Kaizen’s Interim President and Chief Executive Officer, Eric Finlayson, commented, “As anticipated, the AM Gold appeal was found to be without merit. AM Gold and its principal John Fiorino have also appealed the September 9, 2021 Supreme Court order that AM Gold and Mr. Fiorino personally pay Kaizen’s costs on an indemnity, special costs basis. We look forward to the hearing of that appeal and eventual recovery of the costs that we have been forced to incur in defending this litigation.”

About Kaizen

Kaizen is a Canadian mineral exploration and development company with exploration projects in Peru and Canada. More information on Kaizen is available at www.kaizendiscovery.com.

ON BEHALF OF THE COMPANY
Eric Finlayson, Interim President and Chief Executive Officer

Information contact

Ran Li +1-604-689-8765
[email protected]

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.

Forward-looking statements

This news release includes “forward-looking statements” and “forward-looking information” within the meaning of Canadian securities legislation. All statements included in this news release, other than statements of historical fact, are forward-looking statements including, without limitation, statements with respect to recovering costs from AM Gold. Forward-looking statements include predictions, projections and forecasts and are often, but not always, identified by the use of words such as “anticipate”, “believe”, “plan”, “estimate”, “expect”, “potential”, “target”, “budget” and “intend” and statements that an event or result “may”, “will”, “should”, “could” or “might” occur or be achieved and other similar expressions and includes the negatives thereof.

Forward-looking statements are based on a number of assumptions and estimates that, while considered reasonable by management based on the business and markets in which the Company operates, are inherently subject to significant operational, economic, and competitive uncertainties, risks and contingencies. There can be no assurance that forward-looking statements will prove to be accurate and actual results, and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company’s expectations include future metal prices, availability of capital and financing on acceptable terms, general economic, market or business conditions, uninsured risks, regulatory changes, delays or inability to receive required approvals, unknown impact related to potential business disruptions stemming from the COVID-19 outbreak, or another infectious illness, and other exploration or other risks detailed herein and from time to time in the filings made by the Company with securities regulators, including those described under the heading “Risks and Uncertainties” in the Company’s most recently filed MD&A. The Company does not undertake to update or revise any forward-looking statements, except in accordance with applicable law.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/111189





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