1287390 B.C. Ltd. Announces Update on Proposed Business Combination Transaction with NiCAN Limited
Toronto, Ontario--(Newsfile Corp. - July 4, 2022) - 1287390 B.C. Ltd. ("390") announces that further to its press release of March 3, 2022, 390 has entered into an amending agreement dated June 29, 2022 (the "Amending Agreement") with NiCAN Limited ("NiCAN") to amend certain terms of the definitive amalgamation agreement dated March 3, 2022 (the "Amalgamation Agreement") between 390 and NiCAN, as described below.
Pursuant to the Amalgamation Agreement, 390 will amalgamate with NiCAN and continue as one corporation (the "Transaction"), being the "Resulting Issuer". As a result of the Transaction, the securityholders of NiCAN and 390 will become securityholders of the Resulting Issuer. Upon completion of the Transaction, the Resulting Issuer (to be named "NiCAN Limited") will carry on the business of NiCAN, as described in 390's press release of March 3, 2022.
Pursuant to the Amending Agreement, the parties: (i) amended and extended the outside date for the completion of the Transaction as set forth in the Amalgamation Agreement; and (ii) amended and updated the proposed slate of management of the Resulting Issuer. Following completion of the Transaction, the parties expect that the current board of directors and management of 390 will resign, and it is proposed that the following individuals will be appointed as management of the Resulting Issuer, in the capacities set forth below. Brief biographies of the proposed nominees are as follows:
Michael Hoffman - Director (Chairman)
Mr. Hoffman is a mining executive with over 35 years of experience including engineering, mine operations, corporate development, project management and construction. Mr. Hoffman obtained a Bachelor of Applied Science, Mining Engineering from Queen's University in 1982 and completed the Director Education Program at the University of Toronto Rotman School of Management in 2019. Mr. Hoffman is currently Chair and Director at 1911 Gold Corporation as well as a director of Velocity Minerals Ltd., Silver X Mining Corp. and Fury Gold Mines Limited. Mr. Hoffman also has direct northern Canadian mining experience including operations and projects. He is the former CEO of Crowflight Minerals Inc., Kria Resources Ltd. and Crocodile Gold Corp.
Brad Humphrey - Chief Executive Officer and Director
Mr. Humphrey has over 25 years of international mining experience and is the Chief Executive Officer of NiCAN. Mr. Humphrey obtained a Bachelor of Commerce from the University of Guelph in 1997. Prior to joining NiCAN, Mr. Humphrey was CEO of QMX Gold Corp., from September 2016 to April 2021, which was acquired by Eldorado Gold Corporation. Prior to QMX Gold Corp., Mr. Humphrey worked for Morgan Stanley as an Executive Director and North American Precious Metals Analyst, where he was responsible for growing Morgan Stanley's North American Gold research coverage. Mr. Humphrey was also a Managing Director and Head of Mining Research at Raymond James and covered precious metal equities at CIBC World Markets and Merrill Lynch. Mr. Humphrey has held a variety of mining industry roles from contract underground miner to CEO. Mr. Humphrey is currently on the board of Royal Fox Gold Inc.
Shaun Heinrichs - Chief Financial Officer
Mr. Heinrichs has over 20 years of experience in senior financial management and reporting, primarily in the mining industry. Mr. Heinrichs is a Chartered Professional Accountant (CPA, CA) with the Institute of Chartered Accountants of British Columbia. Mr. Heinrichs obtained a Bachelor of Business Administration (Accounting and Finance) from Simon Fraser University in 2000. His career began at Ernst & Young, he subsequently held senior management roles in several public companies including serving as Chief Financial Officer of Veris Gold Corp., a precious metals producer listed in Canada and the US, from 2008 to 2015, and as the CFO of VMS Ventures Inc. from 2015 to 2016. Mr. Heinrichs also served as a director of Veris Gold Corp. from 2012 to 2013. Presently Mr. Heinrichs is the CFO of NiCAN and the President and CEO of 1911 Gold Corporation, a gold focused exploration company in Manitoba.
Wanda Roque - Corporate Secretary
Ms. Roque is a law clerk in the Province of Ontario. Ms. Roque obtained a law clerk diploma from Humber College. Ms. Roque has served as corporate secretary and has provided corporate and securities law clerk services to a number of public companies and reporting issuers since July 2007.
Patrick Gleeson - Director
Mr. Gleeson was a corporate lawyer in Canada for almost 20 years. He has taken over 40 companies public and served as general counsel, director and executive officer for several listed companies, from start-ups to those with billion-dollar market capitalizations. Mr. Gleeson obtained a Bachelor of Arts, Politics and History, Minor in Math from Queen's University in 1997 and a Juris Doctor and Master of Arts, International Relations and Affairs from University of Toronto in 2001. Presently, Mr. Gleeson is the President and founder of St. Peter's Spirits, a socially conscious beverage company creating healthier-for-you drinks powered by plants. Prior to St. Peter's Spirits, Mr. Gleeson founded IR Battery Resources & Processing Inc., which consolidated the Delta Kenty Nickel project in northern Quebec, organized the first exploration program at Delta Kenty in over 15 years and ultimately sold the project to an international mining company.
Saga Williams - Director
Ms. Williams has worked in Indigenous communities in various government and corporate roles, in the capacity of legal counsel, negotiations and governance, and as a strategic advisor, for over 20 years. Ms. Williams obtained a Bachelor of Arts (Honours), Indigenous and Political Studies from Trent University in 1995 and a Bachelor of Laws, Aboriginal Law from Osgoode Hall Law School in 1998. She has been on negotiation teams that have successfully settled over $1 billion in agreements and has worked on Indigenous community engagement and negotiations to support national energy and mining projects. Ms. Williams teaches at Osgoode Hall Law School as an Adjunct Professor and supports student-led negotiations focusing on consultation, Indigenous rights and reconciliation. Over the last 25 years, she has also held board positions with many non-profit organizations. Ms. Williams is Anishinaabe, a member of Curve Lake First Nation, and is currently an elected official for her community.
Dr. Mark Cruise - Director
Dr. Cruise is a professional geologist with over 25 years of international mining experience. Dr. Cruise obtained a PhD, Economic Geology from Trinity College Dublin in 2000. A former polymetallic commodity specialist with Anglo American plc, Dr. Cruise founded and was the Chief Executive Officer of Trevali Mining Corporation. Under his leadership, the company grew from an initial discovery into a top-ten global zinc producer with operations in the Americas and Africa. He has previously served as Vice President Business Development and Exploration, COO and CEO for several TSX, TSX-Venture and NYSE-Americas listed exploration and development Companies. Dr. Cruise is currently on the board of Velocity Minerals.
Further details of the Transaction contemplated by the Definitive Agreement, as amended by the Amending Agreement, will be included in subsequent news releases and disclosure documents to be filed by 390.
Completion of the Transaction is subject to a number of conditions, including but not limited to, acceptance of the TSX Venture Exchange. 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 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 NiCAN and 390 should be considered highly speculative.
NiCAN Limited is a private mineral exploration company, focused on high quality nickel-copper opportunities in stable jurisdictions on known mineral belts. NiCAN is actively exploring two projects, the Wine Property and the Pipy Project, both located in known mining jurisdictions in Manitoba Canada.
1287390 B.C. Ltd.
James Ward, Director
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.
Cautionary Note Regarding Forward-Looking Statements
The information contained herein contains "forward-looking statements" within the meaning of applicable securities legislation. Forward-looking statements include, but are not limited to, statements with respect to: the terms and conditions of the proposed Transaction; future development plans; and the business and operations of the Resulting Issuer after the proposed Transaction. Forward-looking statements relate to information that is based on assumptions of management, forecasts of future results, and estimates of amounts not yet determinable. Any statements that express predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance are not statements of historical fact and may be "forward-looking statements." Forward-looking statements are subject to a variety of risks and uncertainties which could cause actual events or results to differ from those reflected in the forward-looking statements, including, without limitation: risks related to failure to obtain adequate financing on a timely basis and on acceptable terms; risks related to the outcome of legal proceedings; political and regulatory risks associated with mining and exploration; risks related to the maintenance of stock exchange listings; risks related to environmental regulation and liability; the potential for delays in exploration or development activities or the completion of feasibility studies; the uncertainty of profitability; risks and uncertainties relating to the interpretation of drill results, the geology, grade and continuity of mineral deposits; risks related to the inherent uncertainty of production and cost estimates and the potential for unexpected costs and expenses; results of prefeasibility and feasibility studies, and the possibility that future exploration, development or mining results will not be consistent with NiCAN's expectations; risks related to commodity price fluctuations; and other risks and uncertainties related to NiCAN's prospects, properties and business detailed elsewhere in 390's and NiCAN's disclosure record. 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. Investors are cautioned against attributing undue certainty to forward-looking statements. These forward-looking statements are made as of the date hereof and 390 and NiCAN do not assume any obligation to update or revise them to reflect new events or circumstances. Actual events or results could differ materially from 390's and NiCAN's expectations or projections.
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