Calgary, Alberta–(Newsfile Corp. – August 19, 2019) – ChaiNode Opportunities Corp. (CXD.P) (« ChaiNode« ) is pleased to announce that, further to its news release dated May 7, 2019, it has entered into a definitive business combination agreement dated August 16, 2019 ()Business Combination Agreement« ) with AmAuCu Mining Corporation ()AmAuCu« ) in connection with the proposed business combination of ChaiNode and AmAuCu, which transaction ()Qualifying Transaction« ) is intended to constitute ChaiNode’s « Qualifying Transaction » ()Capital Pool Companies of the TSX Venture Exchange (the « Exchange« )).
The Business Combination Agreement provides for, among other things, a three-cornered amalgamation (the « Amalgamation« ) pursuant to which (i) AmAuCu will amalgamate with a wholly-owned subsidiary of ChaiNode, to be incorporated for the purposes of the Amalgamation, pursuant to the provisions of the Canada Business Corporations Act, (ii) all of the outstanding common shares of AmAuCu (each, an « AmAuCu Share« ) will be cancelled and, in consideration therefor, the holders thereof will receive post-consolidation (as described below) common shares of ChaiNode (each, a « ChaiNode Share« ) on the basis of one AmAuCu Share for one ChaiNode Share, and (iii) the amalgamated corporation will become a wholly-owned subsidiary of ChaiNode. After giving effect to the Amalgamation, the shareholders of AmAuCu will collectively exercise control over ChaiNode.
Prior to completion of the Amalgamation, it is intended that ChaiNode will effect a consolidation of the outstanding ChaiNode Shares on the basis of one post-consolidation share for every 10.8 pre-consolidation shares (the « Consolidation« ) and change its name to « Dore Copper Mining Corp. » or such other name as agreed to by ChaiNode and AmAuCu and accepted by the applicable regulatory authorities ()Name Change« ). Following completion of the Amalgamation, ChaiNode is expected to continue under the Canada Business Corporations Act (the « Continuance« ).
Completion of the proposed Qualifying Transaction is subject to, among other things, receipt of all necessary regulatory and shareholder approvals.
AmAuCu is a private corporation incorporated under the Canada Business Corporations Act on April 11, 2017 and is engaged in the acquisition, exploration and evaluation of mineral properties.
AmAuCu, through its wholly-owned subsidiary CBAY Minerals Inc., 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, Quebec. 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. AmAuCu’s drill program has been successful at expanding the resources at the Corner Bay Project and confirming three high grade veins at the shaft bottom depth at the Cedar Bay Project. Both deposits are open along strike and down dip. Both the Corner Bay Project and the Cedar Bay Project are accessible by road and are approximately 20 km apart. Mineralization from both the Corner Bay Project and the Cedar Bay Project would be treated at AmAuCu’s Copper Rand mine property located 8 km west of Chibougamau, Quebec.
The mineral resource estimates were prepared by Luke Evans, M.Sc., P.Eng., of Roscoe Postle Associates Inc., an independent « Qualified Person » within the meaning of National Instrument 43-101, and have an effective date of December 31, 2018. A technical report in support of the mineral resource estimates described herein and prepared in accordance with National Instrument 43-101 will be filed on SEDAR within 45 days from the date of this news release.
As of the date hereof, there are 19,222,857 AmAuCu Shares outstanding. The following persons own, control or direct 10% or more of the outstanding AmAuCu Shares:
|Number of AmAuCu Shares
|Percentage of Outstanding AmAuCu Shares
|Ocean Partners Investments Limited
|OMF Fund II (Be) Ltd.
|RCF Opportunities L.L.C.
Summary of Financial Information
A summary of certain financial information for AmAuCu, as well as AmAuCu’s recently acquired wholly-owned subsidiary, CBAY Minerals Inc., disclosed in accordance with Exchange policies, is included in the tables below:
|AmAuCu Mining Corporation
|Three months ended
March 31, 2019
December 31, 2018
December 31, 2017
|Exploration and evaluation
|General and administrative
|Loss from operations for the period
|CBAY Minerals Inc.
|Nine months ended
March 31, 2019
June 30, 2018
June 30, 2017
|Exploration and evaluation
|General and administrative
|Loss from operations for the period
Further financial information will be included in the filing statement to be prepared in connection with the Qualifying Transaction.
Terms of the Proposed Qualifying Transaction
Pursuant to the Amalgamation, among other things, (i) holders of AmAuCu Shares will receive one post-Consolidation ChaiNode Share for each one AmAuCu Share held immediately prior to the Amalgamation (the « Exchange Ratio« ); and (ii) holders of options and warrants to purchase AmAuCu Shares will receive from ChaiNode, options or warrants, as applicable, to purchase the same number of post-Consolidation ChaiNode Shares at the same exercise price per share as previously provided for in the former AmAuCu securities, reflecting the Exchange Ratio.
As the proposed Qualifying Transaction is not a « Non-Arm’s Length Qualifying Transaction » (within the meaning of Policy 2.4 of the Exchange), the Amalgamation does not require approval of the shareholders of ChaiNode (the « ChaiNode Shareholders« ). However, the Consolidation, the Name Change and the Continuance will require the approval of ChaiNode Shareholders by special resolution at an annual and special meeting of ChaiNode Shareholders ()ChaiNode Meeting« ) to be held on August 21, 2019, prior to the completion of the proposed Qualifying Transaction. Further details with respect to the matters to be approved at the ChaiNode Meeting are contained in the information circular prepared in connection with ChaiNode Meeting which is available for review on ChaiNode’s SEDAR profile at www.sedar.com.
Upon completion of the Qualifying Transaction, it is expected that ChaiNode will be a Tier 2 miningissuer pursuant to the policies of the Exchange.
Based on the number of AmAuCu Shares outstanding as of the date hereof, and assuming the exchange of each AmAuCu Subscription Receipt (as defined below) for one AmAuCu Share and one-half of one common share purchase warrant of AmAuCu prior to the Amalgamation, there would be a minimum of approximately 23,902,390 post-Consolidation ChaiNode Shares and a maximum of approximately 27,079,652 post-Consolidation ChaiNode Shares outstanding upon completion of the Qualifying Transaction, on a non-diluted basis, assuming that the Agents’ Option (as defined below) has not been exercised. On completion of the Qualifying Transaction, the current ChaiNode Shareholders would hold an aggregate of approximately 833,333 post-Consolidation ChaiNode Shares, representing approximately 3.49% of the minimum number of post-Consolidation ChaiNode Shares and approximately 3.08% of the maximum number of post-Consolidation ChaiNode Shares, the current shareholders of AmAuCu (the « AmAuCu Shareholders« ) would hold an aggregate of 19,222,857 post-Consolidation ChaiNode Shares, representing approximately 80.42% of the minimum number of post-Consolidation ChaiNode Shares and approximately 70.99% of the maximum number of post-Consolidation ChaiNode Shares, and investors in the AmAuCu Private Placement (as defined below) would hold an aggregate of a minimum of approximately 3,846,200 post-Consolidation ChaiNode Shares and a maximum of approximately 7,023,462 post-Consolidation ChaiNode Shares, representing approximately 16.09% of the minimum number of post-Consolidation ChaiNode Shares and approximately 25.94% of the maximum number of post-Consolidation ChaiNode Shares, in each case assuming that the Agents’ Option (as defined below) has not been exercised.
AmAuCu Private Placement
Prior to the completion of the Qualifying Transaction, AmAuCu is expected to complete a brokered private placement through Canaccord Genuity Corp. and BMO Nesbitt Burns Inc., as agents (the « Agents« ), of a minimum of 3,846,200 subscription receipts ()AmAuCu Subscription Receipts« ) and a maximum of 7,023,462 AmAuCu Subscription Receipts at a price of $1.30 per AmAuCu Subscription Receipt ()Offering Price« ) for aggregate gross proceeds to AmAuCu of a minimum of $5,000,060 and a maximum of $9,130,500, plus up to an additional 15% of the number of AmAuCu Subscription Receipts issuable under the private placement pursuant to an option ()Agents’ Option« ) granted to the Agents(the « AmAuCu Private Placement« ).
The AmAuCu Subscription Receipts will be created and issued pursuant to the terms of a subscription receipt agreement (the « Subscription Receipt Agreement« ) between Computershare Trust Company of Canada, as subscription receipt agent ()Subscription Receipt Agent« ), AmAuCu, ChaiNode and the Agents. Each AmAuCu Subscription Receipt will be automatically converted, without payment of additional consideration or further action by the holder thereof, into one unit comprised of one AmAuCu Share and one-half of one common share purchase warrant of AmAuCu ()AmAuCu Warrant« ), subject to adjustment in certain events, immediately before the completion of the Qualifying Transaction upon the satisfaction or waiver of the Escrow Release Conditions (as defined in the Subscription Receipt Agreement) at or before 5:00 p.m. (Vancouver time) on October 31, 2019 (the « Escrow ReleaseDeadline« ). Each AmAuCu Warrant will entitle the holder thereof to acquire one AmAuCu Share at a price of $1.95 per AmAuCu Share at any time on or before the date which is 24 months after the closing date of the AmAuCu Private Placement, subject to adjustment in certain events.
In consideration for their services in connection with the AmAuCu Private Placement, AmAuCu is required to pay the Agents a cash commission equal to 7.0% of the aggregate gross proceeds from the sale of the AmAuCu Subscription Receipts, 50% of which commission will be paid on the closing date of the AmAuCu Private Placement and the remaining 50% of which commission will be deposited in escrow. As additional consideration for the services of the Agents, the Agents will be granted non-transferable broker warrants of AmAuCu (the « AmAuCu Broker Warrants« ) equal to 7% of the aggregate number of AmAuCu Subscription Receipts issued, including those AmAuCu Subscription Receipts issued in respect of the Agents’ Option. Each AmAuCu Broker Warrant is exercisable to acquire one AmAuCu Share at a price of $1.30 per AmAuCu Share at any time on or before the date which is 24 months after the date of closing of the Qualifying Transaction. A reduced cash commission is payable and a reduced number of AmAuCu Broker Warrants are issuable in respect of the sale of AmAuCu Subscription Receipts to purchasers identified by AmAuCu to the Agents.
Upon closing of the AmAuCu Private Placement, the aggregate gross proceeds of the AmAuCu Private Placement, less 50% of the cash commission and less the full amount of the Agents’ expenses incurred up to and as of the closing date of the AmAuCu Private Placement, the corporate finance fee and certain other administrative fees, will be deposited in escrow with the Subscription Receipt Agent pending satisfaction or waiver of the Escrow Release Conditions, in accordance with the provisions of the Subscription Receipt Agreement. Unless the requisite approval is obtained pursuant to and in accordance with the terms of the Subscription Receipt Agreement, if the Escrow Release Conditions are not satisfied at or before the Escrow Release Deadline, each of the then issued and outstanding AmAuCu Subscription Receipts will be cancelled and the Subscription Receipt Agent will return to each holder of AmAuCu Subscription Receipts an amount equal to the aggregate Offering Price of the AmAuCu Subscription Receipts held by such holder plus an amount equal to the holder’s pro rata share of any interest or other income earned on the escrowed funds (less applicable withholding tax, if any). To the extent that the escrowed funds are insufficient to refund such amounts to each holder of the AmAuCu Subscription Receipts, AmAuCu shall be liable for and will contribute such amounts as are necessary to satisfy the shortfall.
It is intended that the net proceeds from the AmAuCu Private Placement will be used for the exploration and development of AmAuCu’s Corner Bay Project and Cedar Bay Project and general working capital following completion of the Qualifying Transaction.
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.
Conditions to Completion of the Qualifying Transaction
Completion of the proposed Qualifying Transaction is subject to a number of conditions precedent, including, but not limited to, (i) acceptance by the Exchange and receipt of other applicable regulatory approvals; (ii) completion of the AmAuCu Private Placement; (iii) receipt of the requisite approval of ChaiNode Shareholders of the Consolidation, the Name Change and the Continuance; and (iv) receipt of the requisite approval of AmAuCu Shareholders of the Amalgamation. There can be no assurance that the Qualifying Transaction will be completed as proposed or at all.
AmAuCu intends to apply to the Exchange for an exemption from the sponsorship requirements for the Qualifying Transaction based upon the AmAuCu Private Placement and/or other exemptions available in Exchange policies.
Proposed Directors and Senior Management Team 
Upon the closing of the Qualifying Transaction, it is anticipated that Frank Balint, Joseph de la Plante, Sara Heston, Matt Manson, Ernest Mast, Brent Omland and Mario Stifano will constitute the Board of Directors of ChaiNode. It is also anticipated that the new senior management team of ChaiNode will be comprised of Ernest Mast (President and Chief Executive Officer), Gavin Nelson (Chief Financial Officer) and Mario Stifano (Executive Chairman). A Corporate Secretary will be selected prior to the closing of the Qualifying Transaction and information respecting the Corporate Secretary will be included in a subsequent news release.
The following are brief resumes of the currently proposed directors and senior officers of ChaiNode following the Qualifying Transaction:
Ernest Mast, Proposed President and Chief Executive Officer
Ernest Mast has 30 years of experience in various technical and executive roles in the mining industry, across a wide range of commodities, geographies and development stages. Currently the President and Chief Operating Officer of AmAuCu, Mr. Mast previously held the positions of President and Chief Executive Officer at Primero Mining Corp., Vice-President of Corporate Development at Copper Mountain Mining Corporation, Vice-President of Operations at New Gold Inc. and President and CEO of Minera Panama S.A., Inmet Mining Corporation’s subsidiary, developing the $6B Cobre Panama project. Mr. Mast began his career with Noranda Inc. and its affiliates, where he took on roles of increasing responsibility over a 20 year timeframe. Mr. Mast is a member of the l’ordre des ingénieurs du Québec and has Bachelors and Masters degrees in metallurgical engineering from McGill University. Mr. Mast also received post-secondary business training at Henley College in the UK and the Universidad Catolica in Chile.
Gavin Nelson, Proposed Chief Financial Officer
Gavin Nelson has over 15 years of finance experience in public practice and corporate accounting and reporting, including being responsible for all levels of financial reporting and day-to-day accounting oversight for several public mining exploration companies. Mr. Nelson has held a number of financial oversight positions in mineral exploration companies, including Chief Financial Officer of Mexican Gold Corp. Mr. Nelson is a member in good standing of the Chartered Professional Accountants of Ontario. Mr. Nelson holds a Bachelor of Administrative and Commercial Studies (Finance), with a minor in Political Science, from the University of Western Ontario.
Mario Stifano, Proposed Executive Chairman
Mario Stifano is a seasoned mining executive and Chartered Professional Accountant with over 16 years of experience working with exploration, development and producing mining companies. Mr. Stifano is currently the Chief Executive Officer of AmAuCu. Mr. Stifano has held a number of senior executive positions including Chief Executive Officer of Cordoba Minerals Corp., Executive Chairman with Mega Precious Metals Inc., Vice President and Chief Financial Officer with Lake Shore Gold Corp Inc., and Vice President and Chief Financial Officer of Ivernia Inc. Mr. Stifano has been instrumental in raising over $700 million to explore and fund mining projects, including raising over $500 million at Lake Shore Gold Corp Inc., to develop three gold mines which are currently producing over 180,000 ounces of gold annually, and are now part of the Canadian assets within Tahoe Resources Inc.
Frank Balint, Proposed Director
Frank Balint is a seasoned mining executive with over 35 years of broad ranging experience in the mining industry. Mr. Balint has been involved in all aspects of the mining life cycle from exploration, discovery, delineation and estimation of reserves, feasibility, financing, acquisition, development and closure. Mr. Balint possesses strong technical skills backed up by solid financial experience that has resulted in a strong exploration and acquisition track record. As a senior member of the executive team at Inmet Mining Corp. for nearly 20 years, Mr. Balint has had significant involvement with shaping, communicating, winning board support and executing a successful corporate strategy that saw Inmet Mining Corp. grow from a market cap of less than $200 million to over $5 billion when it was purchased by First Quantum Minerals Ltd. in March 2013. Mr. Balint was also a former director of Wolfden Resources Inc., a TSX listed company which was sold to Zinifex in 2007 for $363 million. Mr. Balint is a licensed professional geologist (P. Geo) in Ontario.
Joseph de la Plante, Proposed Director
Joseph de la Plante serves as Vice President, Corporate Development for Osisko Gold Royalties, where he is responsible for leading Osisko’s corporate development activities, including the sourcing and execution of acquisitions and equity, royalty and streaming investments since the company’s creation in June 2014. Prior to this, Mr. de la Plante held the position of Senior Advisor, Investment and Corporate Development of Osisko Mining Corporation since November 2010, where he played a key role in the company’s investor relations and corporate development efforts until the company’s acquisition by Agnico Eagle and Yamana in 2014. Before joining Osisko in 2010, Mr. de la Plante was an Analyst in BMO Capital Markets’ Global Metals & Mining Investment Banking Group in Toronto. Mr. de la Plante also currently serves as a director of Aquila Resources Inc. and is member of the board of directors of L’Association de l’exploration minière du Québec. Mr. de la Plante holds a Bachelor of Mechanical Engineering from McGill University.
Sara Heston, Proposed Director
Sara Heston was Vice President of Investments at ASA Gold and Precious Metals Limited from January 2010 through March 2019. Prior to joining ASA, Ms. Heston was an analyst with White River Investments for three years. Prior to that, Ms. Heston spent three years as a technology analyst with Spinner Asset Management. Ms. Heston has been a director of the Denver Gold Group, Inc. since December 2017. Ms. Heston holds a BA in Economics from Vanderbilt University and an MBA from Columbia University.
Matt Manson, Proposed Director
Matt Manson has over 25 years of international mining experience and has an accomplished background in all aspects of the mining business including: exploration, permitting, mine development, financing, operations, as well as debt and equity markets. Mr. Manson has experience in operations (open pit and underground mines) across multiple jurisdictions. Mr. Manson’s exploration and mine operation experience covers a range of commodities, including gold, base metals (copper and zinc) and diamonds. Mr. Manson has recently been appointed as the President and Chief Executive Officer of Marathon Gold Corporation. Prior to this appointment, Mr. Manson was at the forefront of raising C$900 million and building (on time and under budget) Quebec’s first diamond mine as President and Chief Executive Officer of Stornoway Diamond Corporation. Prior to his 10 years with Stornoway Diamond Corporation, Mr. Manson was President and Chief Executive Officer of Contact Diamond Corporation (a 40% subsidiary of Agnico-Eagle Mines Limited) and President and Chief Executive Officer of Ashton Mining of Canada Inc., both predecessor companies of Stornoway. Mr. Manson holds a Bachelor of Science degree in Geophysics from the University of Edinburgh and an MSc and PhD in Geology both from the University of Toronto.
Brent Omland, Proposed Director
Brent Omland has served as the Chief Financial Officer and a Director of Ocean Partners Holdings Limited, an international base and precious metals trader since 2013. Before joining Ocean Partners Holdings Limited in 2013, Mr. Omland was the Chief Financial Officer for Ivernia Inc. and Enirgi Metals Group, companies focused on lead mining and secondary lead smelting in Australia. Mr. Omland also worked in finance roles for Teck Cominco. Mr. Omland is a graduate of the University of British Columbia (Commerce) and a Canadian Chartered Accountant with over 15 years of experience in the mining, metals and trading business.
The technical information contained in this news release has been reviewed and approved by Luke Evans, M.Sc., P.Eng., of Roscoe Postle Associates Inc., an independent « Qualified Person » within the meaning of National Instrument 43-101.
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 terms and conditions of the proposed Qualifying Transaction; the terms and conditions of the proposed AmAuCu Private Placement; use of proceeds from the AmAuCu Private Placement; and the business and operations of ChaiNode after the proposed 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 board, shareholder or 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. ChaiNode and AmAuCu disclaim 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.
Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange Requirements, majority of the minority shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this news release.
For further information, please contact:
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.
Not for distribution to United States news wire services or for dissemination in the United States.
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