Toronto, Ontario – December 13, 2019 – Doré Copper Mining Corp. (formerly capital pool company ChaiNode Opportunities Corp.) (“Doré Copper” or the “Corporation“) (TSXV: DCMC) is pleased to announce that, further to its comprehensive news release dated August 19, 2019, it has completed the acquisition of all of the issued and outstanding securities of AmAuCu Mining Corporation (“AmAuCu“) constituting its “Qualifying Transaction” (within the meaning of the policies of the TSX Venture Exchange) (the “Qualifying Transaction“). Prior to the completion of the Qualifying Transaction, the Corporation effected a consolidation of its outstanding common shares on the basis of one post-consolidation common share for every 10.8 pre-consolidation common shares (the “Consolidation“), changed its name from “ChaiNode Opportunities Corp.” (“ChaiNode“) to “Doré Copper Mining Corp.” (the “Name Change“) and continued under the Canada Business Corporations Act (the “Continuance“). The Consolidation, the Name Change and the Continuance, among other matters, were approved by the shareholders of the Corporation at an annual and special meeting of shareholders held on August 21, 2019.
The Qualifying Transaction was completed by way of a three-cornered amalgamation (the “Amalgamation“) pursuant to which, among other things, (i) AmAuCu amalgamated with a wholly-owned subsidiary of the Corporation, incorporated for the purposes of the Amalgamation, pursuant to the provisions of the Canada Business Corporations Act, and (ii) all of the outstanding common shares of AmAuCu (“AmAuCu Shares“) were cancelled and, in consideration therefor, the holders thereof received post-consolidation common shares of the Corporation (“Doré Copper Shares“) on the basis of one Doré Copper Share for each AmAuCu Share (the “Exchange Ratio“). In connection with the completion of the Qualifying Transaction, the Doré Copper Shares will be listed on the TSX Venture Exchange under the ticker symbol “DCMC”. It is anticipated that trading of the Doré Copper Shares under the new ticker symbol will commence on December 17, 2019.
Immediately following completion of the Amalgamation, the corporation resulting from the Amalgamation completed a vertical short form amalgamation with its wholly-owned subsidiary, CBAY Minerals Inc., to form a new corporation which will continue under the name “CBAY Minerals Inc.” (“CBAY“) as a wholly-owned subsidiary of the Corporation.
The Corporation, through CBAY, is engaged in the acquisition, exploration and evaluation of mineral properties and holds a 100% interest in the exploration-stage Corner Bay Project and the exploration-stage Cedar Bay Project, both located in the vicinity of Chibougamau, Québec. In addition, the Corporation has a past permitted 2,700 tpd mill and tailings management facility. The Corporation samples the water effluent from the tailings management facility on a weekly basis and the water quality meets all provincial and federal regulations. While operating as a private company over the last two years, AmAuCu drilled 19,000 meters at Corner Bay and Cedar Bay thereby increasing the mineral resource estimate at the Corner Bay Project and establishing a new mineral resource estimate at the Cedar Bay Project. The Corner Bay Project has an indicated resource of 1.35 Mt at average grades of 3.01% Cu and 0.29 g/t Au, containing 89.8 Mlb of copper and 13,000 ounces of gold, and an inferred resource of 1.66 Mt at average grades of 3.84% Cu and 0.27 g/t Au, containing 140.3 Mlb of copper and 15,000 ounces of gold, assuming a cut-off grade of 1.5% Cu and a copper price of US$3.25 per pound. The Cedar Bay Project has an indicated resource of 130 kt at average grades of 9.44 g/t Au and 1.55% Cu, containing 39,000 ounces of gold and 4.4 Mlb of copper, and an inferred resource of 230 kt at average grades of 8.32 g/t Au and 2.13% Cu, containing 61,000 ounces of gold and 10.8 Mlb of copper, assuming a cut-off grade of 2.9 g/t Au and a gold price of US$1,400 per ounce. The drill program has been successful at expanding the resources at the Corner Bay Project and confirming three high-grade veins at the same level at the bottom of the shaft at the Cedar Bay Project. Both deposits are open along strike and down dip. The Corporation plans to further expand resources by following up on the drill results from 2018 at Corner Bay along strike, such as CB-18-07, 13.3 meters intersecting 3.45% Cu, CB-18-06, 12.3 meters intersecting 2.33% Cu, and CB-18-05, 6.55 meters intersecting 4.11% Cu. Follow up at Cedar Bay will focus on expanding resources in the vicinity of CDR-18-02, 2.4 meters intersecting 19.5 g/t Au and 1.67% Cu, and CDR-18-18-03, 2.4 meters intersecting 15.4 g/t Au and 4.54% Cu, as well as at parallel veins. For further information, please see the technical report entitled “Technical Report on the Corner Bay and Cedar Bay Projects, Northwest Québec, Canada” dated June 15, 2019, prepared by Luke Evans, M.Sc., P.Eng., which is available on SEDAR at www.sedar.com.
Following completion of the Qualifying Transaction, the officers and directors of the Corporation are as follows:
- Mario Stifano, Executive Chairman and Director
- Ernest Mast, President, Chief Executive Officer and Director
- Gavin Nelson, Chief Financial Officer and Corporate Secretary
- Frank Balint, Director
- Joseph de la Plante, Director
- Sara Heston, Director
- Matt Manson, Director
- Brent Omland, Director
Ernest Mast, President and CEO of the Corporation, stated, “We are very pleased to have completed the Qualifying Transaction in order to commence trading of Doré Copper Mining Corp. The Chibougamau district has excellent potential and we are excited to continue our successful drill programs to identify additional high-grade copper and gold resources and to ultimately recommence operations at the high-grade copper and gold mines in a district that has produced over 3.2 million ounces of gold and 1.6 billion pounds of copper. Québec and the Eeyou Istchee (James Bay) area is an excellent mineral jurisdiction and we look forward to working with the First Nations and other stakeholders in advancing our projects.“
Mario Stifano, Executive Chairman of the Corporation, stated, “Significant investment was made as a private company to drill and advance the projects and it gives me great pleasure to see the company succeed in going public and on a trajectory to recommence operations in this great geological camp. Doré Copper has attracted a premier Board and management team with strong long-term financial support and I would like to thank the investors and stakeholders that have made this possible.”
On the business day immediately prior to the completion of the Amalgamation, each of the 3,861,983 subscription receipts (the “AmAuCu Subscription Receipts“) issued by AmAuCu on November 4, 2019, pursuant to a brokered private placement completed by AmAuCu through Canaccord Genuity Corp. and BMO Nesbitt Burns Inc., as agents, were automatically converted, without payment of additional consideration or any further action by the holders thereof, into one unit of AmAuCu (an “AmAuCu Unit“) in accordance with their terms. Each AmAuCu Unit was comprised of one AmAuCu Share and one-half of one common share purchase warrant of AmAuCu (each whole common share purchase warrant, an “AmAuCu Warrant“). Additionally, on the business day immediately prior to the completion of the Amalgamation, AmAuCu settled an aggregate of approximately $2,043,389.40 of debt in consideration for the issuance of an aggregate of 1,571,838 AmAuCu Shares at a deemed price of $1.30 per AmAuCu Share. At the effective time of the Amalgamation, among other things, outstanding AmAuCu Shares (including those AmAuCu Shares comprising the AmAuCu Units issued upon the automatic conversion of the AmAuCu Subscription Receipts) and AmAuCu Warrants were exchanged for Doré Copper Shares and common share purchase warrants of the Corporation (“Doré Copper Replacement Warrants“), respectively, on the basis of the Exchange Ratio. Each Doré Copper Replacement Warrant entitles the holder thereof to acquire one Doré Copper Share at a price of $1.95 per Doré Copper Share at any time on or before November 4, 2021, subject to adjustment in certain events. In addition, at the effective time of the Amalgamation, 188,260 broker warrants of AmAuCu issued in connection with the private placement were exchanged for broker warrants of the Corporation (“Doré Copper Replacement Broker Warrants“) on the basis of the Exchange Ratio. Each Doré Copper Replacement Broker Warrant entitles the holder thereof to acquire one Doré Copper Share at a price of $1.30 per Doré Copper Share at any time on or before December 13, 2021, subject to adjustment in certain events.
No fractional Doré Copper Shares were issued pursuant to the Consolidation. If, as a result of the Consolidation, a holder of pre-consolidation common shares was otherwise entitled to a fraction of a Doré Copper Share, the number of Doré Copper Shares issuable to such holder was rounded down to the nearest whole number. As a result of the Amalgamation, there are 25,710,011 Doré Copper Shares outstanding, of which 24,876,678 Doré Copper Shares, representing approximately 96.76% of the currently outstanding Doré Copper Shares, are held by the former AmAuCu shareholders. In addition, an aggregate of 3,417,860 Doré Copper Shares have been reserved for issuance upon the exercise of Doré Copper Replacement Warrants, Doré Copper Replacement Broker Warrants, Doré Copper Replacement Options, former stock options of ChaiNode and former agent options of ChaiNode.
The securities offered have not been registered under the United States Securities Act of 1933, as amended, or any state securities law, and may not be offered or sold in the United States absent registration or an exemption from such registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy in the United States nor shall there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful.
For further information regarding the Qualifying Transaction, Doré Copper Mining Corp., AmAuCu Mining Corporation and CBAY Minerals Inc., please see the filing statement of ChaiNode Opportunities Corp. dated November 28, 2019, which is available on SEDAR at www.sedar.com.
Andrey Rinta, P.Geo., the Exploration Manager of the Corporation and a “Qualified Person” within the meaning of National Instrument 43-101, has reviewed and approved the technical information contained in this news release.
For further information, please contact:
Cautionary Note Regarding Forward-Looking Statements
This news release includes certain “forward-looking statements” under applicable Canadian securities legislation. Forward-looking statements include, but are not limited to, statements with respect to the timing for the commencement of trading and the plans and operations of the Corporation after giving effect to the Qualifying Transaction. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic, competitive, political and social uncertainties; delay or failure to receive regulatory approvals; the price of gold and copper; and the results of current exploration. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. The Corporation disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
Neither 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 news release.
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