1287405 B.C. Ltd. to Amalgamate with Canadian Gold Miner Corp.

Toronto, Ontario--(Newsfile Corp. - June 29, 2022) - 1287405 B.C. Ltd. ("405") is pleased to announce that it has entered into an amalgamation agreement dated June 29, 2022 (the "Amalgamation Agreement") with Canadian Gold Miner Corp. ("CGM"), pursuant to which 405 and CGM will amalgamate and form one corporation, South Kirkland Goldfields Ltd. ("South Kirkland"). Securityholders of 405 and CGM will receive common shares (the "Common Shares") of South Kirkland pursuant to the terms of the Amalgamation Agreement (the "Transaction").

The Transaction

The parties have agreed, among other things, that:

  • 405 will continue into the Province of Ontario from the Province of British Columbia (the "Continuance");
  • 405 and CGM will amalgamate under the Business Corporations Act (Ontario) following the completion of the Continuance and continue as one corporation;
  • each securityholder of 405 and CGM will receive Common Shares in South Kirkland in accordance with an exchange ratio to be determined in accordance with the terms and conditions in the Amalgamation Agreement and all of the issued and outstanding securities of 405 and CGM will be cancelled;
  • the completion of the Transaction will be subject to, among other things, (i) the completion of a concurrent financing by CGM and (ii) the conditional approval for the listing of the Common Shares on the TSX Venture Exchange (the "TSXV") as a Resource Issuer (as such term is defined in the policies of the TSXV).

About Canadian Gold Miner Corp.

CGM is a private corporation incorporated under the Business Corporations Act (Ontario) in 2016 as a subsidiary of Transition Metals Corp. (TSXV: XTM), as a means to acquire and advance a portfolio of high-quality gold exploration projects in the Abitibi Greenstone Belt. CGM has since consolidated a dominant land position in excess of 320 square kilometres around the Cadillac Larder Lake, Lincoln-Nipissing and Ridout structures in the southwestern part of the prolific Abitibi Greenstone belt in Ontario.

Cautionary Note Regarding Forward-Looking Statements

This news release contains forward-looking information within the meaning of applicable securities laws in Canada (collectively, "forward-looking statements"). The words "anticipates", "believes", "budgets", "could", "estimates", "expects", "forecasts", "intends", "may", "might", "plans", "projects", "schedule", "should", "will", "would" and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Forward-looking statements in this news release include, but are not limited to, statements about: the potential amalgamation of 405 and CGM; the terms and conditions of the Transaction; the terms and conditions of any concurrent financings completed in connection with the Transaction; the anticipated listing of the Common Shares on the TSXV; and the business and operations of South Kirkland after the completion of the Transaction.

With respect to the forward-looking statements contained in this news release, 405 has made numerous assumptions regarding, among other things: the ability of 405 and CGM to satisfy all of the closing conditions to complete the Transaction. Readers are cautioned that the plans, intentions or expectations disclosed in any forward-looking statements and underlying assumptions may not be achieved and that they should not place undue reliance on any forward-looking statement. Actual results or events could differ materially from the plans, intentions, expectations, and assumptions expressed or implied in any forward-looking statements as a result of numerous risks, uncertainties and other factors, including those relating to: the possibility of not satisfying all of the closing conditions to complete the Transaction; the possibility that the securityholders of 405 or CGM do not approve the Transaction; the possibility that all required regulatory approvals, including the approval of the TSXV are not received; and economic and capital market conditions.

For a more thorough discussion of the risks associated with 405's business, see the "Risks and Uncertainties" section in 405's management's discussion and analysis for the year ended December 31, 2021, filed with the securities regulators in Canada at www.sedar.com. Although 405 has attempted to identify important risks, uncertainties and other factors that could cause actual results or events to differ materially from those expressed or implied in the forward-looking statements, there may be other factors that cause actual results or events to differ from those expressed or implied in the forward-looking statements. All forward-looking statements are qualified in their entirety by this cautionary statement and 405 undertakes no obligation to revise or update any forward-looking statements as a result of new information, future events or otherwise after the date hereof.

For further information, please contact:

Greg Collins
President and CEO
Phone: 705.872.6390

Shaun Heinrichs
Phone: 604.839.2788

Completion of the transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and if applicable, disinterested 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.

The TSXV has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this news release.

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

Not for distribution to United States news wire services or for dissemination in the United States.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/129529