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Otso Gold Obtains Creditor Protection Under the Companies’ Creditors Arrangement Act

Otso Gold Obtains Creditor Protection Under the Companies’ Creditors Arrangement Act
Canada NewsWire
TORONTO, Dec. 3, 2021

Trading Symbol: TSX-V: OTSO
TORONTO, Dec. 3, 2021 /CNW/ – Otso Gold Corp. (“Otso” or the “Company”), (TSXV:OTSO) announced …

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Otso Gold Obtains Creditor Protection Under the Companies’ Creditors Arrangement Act

Canada NewsWire

Trading Symbol: TSX-V: OTSO

TORONTO, Dec. 3, 2021 /CNW/ – Otso Gold Corp. (“Otso” or the “Company“), (TSXV:OTSO) announced today it has obtained an order from the Supreme Court of British Columbia (the “Court“) granting protection from creditors under the Companies’ Creditors Arrangement Act (Canada) (“CCAA“) to enable the Company to propose a plan of arrangement to its creditors.

After careful consideration of all available alternatives following thorough consultation with its legal and financial advisors, the Board of Directors of the Company determined that it was in the best interests of the Company and all of its stakeholders to file for an application for creditor protection under the CCAA.

The initial Court order provides for a stay of creditor claims with a view to provide the necessary protection to continue the Company’s ongoing review process following the previously announced appointment of Alvarez & Marsal Nordic AB to provide Chief Restructuring Officer (“CRO“) and other services to the Company.

The CRO will remain responsible for the day-to-day operations of the Company and that the Board of Directors will remain intact. The Company is committed to completing the restructuring process quickly and efficiently.

The Court has appointed Deloitte LLP to serve as the Monitor in the CCAA proceedings to oversee the operations of the Company and report to the Court during the restructuring. The Company hopes to exit CCAA protection well-positioned to rebuild its stakeholders’ trust and continue efforts to return the Otso Gold Mine to full commercial production.

Trading in the common shares of the Company on the TSX Venture Exchange (the “TSXV“) has been halted and it is anticipated that the trading thereof will continue to be halted until a review is undertaken by the TSXV regarding the suitability of the Company for listing on the TSXV. Should the common shares be delisted following such review by the TSXV, the Company may apply for listing of the common shares on the NEX Board of the TSXV or relisting on the TSXV upon exiting the CCAA process, as the case may be. In addition, the Company anticipates that, as a result of the Company’s filing for protection under the CCAA and its potential delisting by the TSXV, provincial securities regulators in Canada may issue a cease trade order to prevent any trading in the common shares in Canada.

A comeback hearing in respect of the relief granted pursuant to the Initial Order will be scheduled within ten days (the “Comeback Hearing“). Interested parties that wish to bring a motion at the Comeback Hearing are required to provide notice to the affected parties prior to the Comeback Hearing pursuant to the requirements set forth in the Initial Order. A copy of the Initial Order and other information will be available on the Monitor’s website at www.insolvencies.deloitte.ca/en-ca/otsogoldcorp.

Further news releases will be provided on an ongoing basis throughout the CCAA process as required by law or otherwise as may be determined necessary by the Company or the Court. 

The Company’s operating subsidiary Otso Gold Oy, a Finnish limited liability company, has made an equivalent filing for the commencement of restructuring proceedings under the Finnish Restructuring Act in Finland. Otso Gold Oy has requested interim protection from its creditors for the duration of the court review of its application. The stay, which is effected upon the commencement of restructuring proceedings but can be effected on an interim basis already upon filing for restructuring, prohibits the repayment of existing debts as well as the collection and enforcement, whether by legal means or otherwise, of such debts. The enforcement of any securities provided by the company is also prohibited. The court review of Otso Gold Oy’s application is expected to take several weeks.

Following the abrupt departure of Lionsbridge Pty Ltd on 30 November 2021 the Company continues to investigate certain management practices, accounting issues and transactions, including for compliance with the Company’s internal policies, legal and ethical standards.  The Company will update the market on the results of this investigation, including with respect to any further significant matters.

Forward-looking Statements

This press release contains forward-looking statements regarding the Company based on current expectations and assumptions of management, which involve known and unknown risks and uncertainties associated with our business and the economic environment in which the business operates. All such statements are forward-looking statements under applicable Canadian securities legislation, and any other applicable law or regulation of any other jurisdiction. Any statements contained herein that are not statements of historical facts, including statements regarding our future results of operations or financial condition, business strategy and plans and objectives for future operations, may be deemed to be forward-looking statements. Specific forward-looking statements in this press release include, but are not limited to: statements with respect to: (i) the outcome of the CCAA proceedings and/or any related restructuring proceedings and the timing of any such proceedings, (ii) the ability of the Corporation to secure additional financing as part of the CCAA process or otherwise, and (iii) the halt of trading of the common shares and review of the TSXV regarding the suitability of the Corporation for listing on the TSXV and any outcome of such review. By their nature, forward-looking statements require us to make assumptions and are subject to inherent risks and uncertainties. You should not rely on forward-looking statements as predictions of future events.  We caution our readers of this press release not to place undue reliance on our forward-looking statements as a number of factors could cause actual results or conditions to differ materially from current expectations. The results, events and circumstances reflected in the forward-looking statements may not be achieved or occur, and actual results, events or circumstances could differ materially from those described in the forward-looking statements.  Please refer to the risks set forth in the Company’s continuous disclosure documents that can be found on SEDAR (www.sedar.com) under the Company’s issuer profile. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this press release. In addition, there is no assurance that there will be any residual value for shareholders under the CCAA process, nor can be no assurance that the CCAA proceedings will result in the maximization of the return in respect of the Corporation’s assets and those of its subsidiaries. The Company does not intend, and disclaims any obligation, except as required by law, to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

About the Company

Otso Gold Corp. wholly owns the Otso Gold Mine near the Town of Raahe in Finland. The

Otso Gold Mine is developed, fully permitted, has all infrastructure in place, two open pits and is currently in the ramp-up towards commercial production at name plate capacity of 2 million tonnes per annum.

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.

SOURCE Otso Gold Corp.


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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.

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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