Nevada Zinc Corporation (“Nevada Zinc” or the “Company”)
(TSX-V:NZN) is pleased to announce that Generic Gold Corporation
(“Generic Gold”), a subsidiary of the Company holding its Yukon
gold assets, has executed a binding letter of intent (“LOI”) with
Wamco Technology Group Ltd. (“Wamco”), a reporting issuer, to
complete a going public transaction by way of a business
combination (the “Business Combination”) between Generic and
Wamco. Nevada Zinc currently owns 75% of Generic Gold’s
outstanding common shares. Generic Gold was incorporated on May 30,
2017 and since that date has raised approximately $2.4 million to
fund 2017 and 2018 exploration programs on its Yukon properties.
Nevada Zinc President and CEO, Bruce Durham
commented; ”Good progress has been made recently by Generic Gold’s
management team on both the financing and exploration fronts.
Generic Gold has been active all summer in Yukon with trenching,
geochemical surveys and core drilling programs and the company
still anticipates completing additional work this year on its
Goodman Project adjacent to the west of Victoria Gold’s Eagle
Project. The Business Combination announced today by Generic and
Wamco is another step in the building of Generic Gold into a
publicly listed premier gold explorer in Yukon.”
The Business Combination Transaction
Pursuant to the terms and conditions of the LOI, Wamco and
Generic Gold will combine and the resulting issuer (the “Resulting
Issuer”) from the Business Combination will continue operations
under the name, Generic Gold Corporation. The Resulting Issuer will
hold all of Generic Gold’s assets and conduct the business of
Generic Gold.
Pursuant to the Business Combination, the common
shares in the capital of Wamco will be consolidated on the basis of
one (1) post-consolidation common share of Wamco for every two
point two (2.2) pre-consolidation common shares of Wamco.
Each shareholder of Generic Gold will receive one (1)
post-consolidation common share of the Resulting Issuer. Holders of
common share purchase warrants, incentive options and broker
warrants in the capital of Generic Gold shall receive common share
purchase warrants, incentive options and broker warrants in the
capital of the Resulting Issuer on the same terms and conditions
after adjustment for the foregoing exchange ratios.
As of September 26, 2017, there are 6,603,244
common shares of Wamco issued and outstanding and 33,356,968 common
shares of Generic Gold issued and outstanding. As a result of the
Business Combination, the Resulting Issuer expects to have
approximately 36,358,442 issued and outstanding common shares on a
non-diluted basis. Approximately 68.8% of those shares will be held
by Nevada Zinc, 23% by other Generic Gold shareholders and 8.2%
will be held by former shareholders of Wamco.
The proposed management of the Resulting Issuer
upon completion of the Business Combination is as follows:
Kelly Malcolm, President & Chief Executive
Officer
Mr. Malcolm has been working in the mineral
exploration industry since 2011, and specializes in geochemical and
geophysical data integration & interpretation to guide
exploration activities. He was most recently involved in the
discovery and delineation of Detour Gold's high-grade 58N deposit.
Mr. Malcolm acts as a consultant to several boutique Toronto-based
finance firms. Mr. Malcolm holds a Bachelor of Science Honours
degree in geology and a Bachelor of Arts degree in economics, both
from Laurentian University.
Donald Christie, Chief Financial Officer,
Corporate Secretary and Director
Mr. Christie is CEO and a director of Norvista
Capital Corporation, an investment company focussed on the resource
industry. Mr. Christie is also CFO and a director of Nevada Zinc
and a director of Rockcliff Copper Corporation and Northern
Graphite Corporation. Mr. Christie was previously CFO of
Continental Gold Limited and spent over 25 years as an investment
banker. Mr. Christie holds a Bachelor of Commerce Honours
degree from Queen’s University and received his Chartered
Accountant designation while working for PricewaterhouseCoopers
LLP.
Bruce Durham, Director
Mr. Durham, a Professional Geologist, is
currently President, CEO and a director of Nevada Zinc and sits on
the board of several public resource-related companies. Mr. Durham
has been involved in the mineral exploration business for more than
40 years, primarily in the junior exploration industry exploring
for precious and base metal deposits in Ontario and Quebec, but
also with companies exploring across Canada, in the United States
and in Africa. Mr. Durham’s career has seen him directly involved
in a number of exploration programs that resulted in new mines
being built, including two of the three Hemlo, Ontario gold mines,
as well as the newest nickel, copper, platinum group elements (PGE)
mine in the Raglan area of Quebec.
Victor Cantore, Director
Mr. Cantore is President, CEO, and a director of
Amex Exploration Inc., a Quebec-based exploration company. He is a
seasoned capital markets professional specializing in the resource
and high-tech sectors. He has more than 25 years of advisory and
leadership experience having begun his career in 1992 as an
investment advisor and then moving into management roles at both
public and private companies. During his career he has organized
and structured numerous equity and debt financings, mergers and
acquisitions, joint venture partnerships and strategic alliances.
Mr. Cantore sits on the board of several public and private
companies.
Nathan Tribble, Director
Mr. Nathan Tribble, B.Sc. P.Geo. (ON) is a
Senior Lead Geologist for Sprott Mining Inc. and Jerritt Canyon
Gold LLC. He has over 12 years of professional experience in
exploration and mining. Prior to his current role, Mr. Tribble was
lead project geologist for Kerr Mines Inc. in Kirkland Lake,
geologist for Northern Gold Mining Inc. in Matheson, Ontario. Mr.
Tribble was also an exploration geologist and project geologist for
Trelawney Mining and Exploration Inc. in Gogama, where he was part
of the exploration team that discovered the 8.2 million-ounce Côté
Lake gold deposit prior to the $608 million takeover by Iamgold.
Nathan has also held other geologist-related positions with Lake
Shore Gold Corporation and Inco Limited. Mr. Tribble is registered
as a Professional Geoscientist in Ontario and holds a Bachelor of
Science degree in Geology from Laurentian University.
Upon completion of the Business Combination one
or possibly two more directors may be appointed to the board of
directors of the Resulting Issuer as agreed to by Wamco and Generic
Gold.
Completion of the Business Combination is
subject to various closing conditions, which are usual and
appropriate for a transaction of this nature, including but not
limited to approval of name change and share consolidation by the
shareholders of Wamco and the approval of the Business Combination
by the shareholders of Generic Gold at their respective special
meetings of shareholders. Pursuant to the LOI, each of Wamco and
Generic Gold shall deliver voting support agreements in favour of
the Business Combination from at least 60% of their shareholders,
respectively.
About Wamco
Wamco is a reporting issuer in the Provinces of
Alberta and British Columbia and its common shares are not
currently listed on any exchange or market. Wamco has no commercial
operations, no assets, and minimal liabilities.
About Generic Gold
Generic Gold was incorporated pursuant to the
Business Corporation Act (Ontario) on May 30, 2017. Generic is a
Toronto based mining company exploring targets in the Tintina Gold
Belt in the Yukon territory of Canada. Since incorporation, Generic
Gold has completed diamond drilling on its Livingstone project,
trenching on its VIP project, and commenced reverse circulation
drilling on its Goodman project. For information on Generic Gold’s
property portfolio, visit the company’s website at
genericgold.ca.
About Nevada Zinc
Nevada Zinc is a discovery driven, early-stage
mineral exploration company with a proven management team focussed
on identifying unique opportunities in mineral exploration that can
provide significant value to its shareholders.
While the Company continues to maintain a
significant interest in the highly prospective Yukon gold
properties through its majority ownership position in Generic Gold,
the current focus of the Company is the exploration and advancement
of the Lone Mountain Zinc Project comprised of 224 claims covering
approximately 4,000 acres near Eureka, Nevada.
The Lone Mountain Zinc Project is located in
east-central Nevada and is easily accessible via paved and gravel
roads northwesterly from Eureka where all essential services are
available. The Project includes options, leases or purchase
agreements to acquire 100% interests in all properties along the
key structural trend for more than 4 kilometres.
The Company has completed 83 reverse circulation
drill holes on the property and is currently carrying out a minimum
12 hole diamond drill hole program on the property. Results in the
RC drilling programs showed numerous broad intervals of medium to
high grade non-sulphide zinc mineralization in two locations both
of which are located between surface and about 250 metres
depth. Initial diamond drill core assay results remain
outstanding at this time, however, assay results are expected to be
begin to be received commencing in October.
Additional information about the Company is
available on the Company’s website: www.nevadazinc.com
Bruce Durham P.Geo, President and CEO of Nevada
Zinc, is a Qualified Person, as that term is defined by Canadian
regulatory guidelines under National Instrument 43-101, and has
read and approved the technical information contained in this press
release.
For further information
contact:
Nevada Zinc Corporation Suite 1660 141
Adelaide St. West Toronto, Ontario M5H 3L5 Tel: 416-504-8821
Bruce Durham, President and CEO bdurham@nevadazinc.com
www.nevadazinc.com
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.
This news release may contain forward-looking
statements including but not limited to comments regarding the
timing and content of upcoming work programs, geological
interpretations, receipt of property titles, potential mineral
recovery processes, etc. Forward-looking statements address
future events and conditions and therefore, involve inherent risks
and uncertainties. Actual results relating to, among other
things, the ability to complete the Business Combination, results
of exploration, project development, reclamation and capital costs
of the Company's mineral properties, and the Company's financial
condition and prospects, could differ materially from those
currently anticipated in such statements. These and other factors
should be considered carefully and readers should not place undue
reliance on the Company's forward-looking statements. The Company
does not undertake to update any forward-looking statement that may
be made from time to time by the Company or on its behalf, except
in accordance with applicable securities laws.
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