Angus Ventures Inc. (TSX-V: GUS.P)
(
“Angus” or the
“
Company”) is pleased to provide an update on the
previously announced in its April 30, 2019 news release proposed
transaction (the “
Proposed
Transaction”) between the Company, Luxor
Exploration Inc. (“
Luxor”), a private company
incorporated under the Business Corporations Act (Ontario), and
Canstar Resources Inc. (TSX-V: ROX) (OTCQB: CSRNF)
(“
Canstar”), a company incorporated under the
Business Corporations Act (Ontario), pursuant to which Angus will
acquire an aggregate 100% interest in the Slate Bay property (the
“
Property”) from Luxor and Canstar.
The Property is an exploration property
prospective for a copper-gold-silver skarn mineralized system
located in the Red Lake gold mining district in the Province of
Ontario and consists of the eight patented mining claims in
southern McDonough Township within the Red Lake gold camp. The
Property is royalty-free. No resources or reserves exist on the
Property. As consideration for acquiring the aggregate 100%
interest in the Property, Angus will issue 70,000 common shares of
the Company to Canstar and will pay $30,000 cash consideration to
each of Canstar and Luxor. For a more detailed discussion of the
terms of the Proposed Transaction and the Property please refer to
the Company's April 30, 2019 news release.
Angus is pleased to report that it has submitted
the application to the TSX Venture Exchange (the
“TSXV”) in respect of the Proposed Transaction
pursuant to TSXV Policy 2.4 – Capital Pool Companies
(“Policy 2.4”) for acceptance of the Proposed
Transaction. The Proposed Transaction will, subject to the
acceptance by the TSXV, constitute Angus’ “Qualifying
Transaction” as such term is defined in Policy 2.4.
Following completion of the Proposed Transaction, it is anticipated
that the Corporation will be listed on the TSXV as a Tier 2 mining
issuer.
No concurrent financing is anticipated to occur,
and shareholder approval is not expected to be required in
connection with the Proposed Transaction. Pursuant to Policy 2.4,
Sponsorship of a Qualifying Transaction of a capital pool company
is required, unless an exemption is obtained. The Corporation has
applied for a waiver to the sponsorship requirement. There is no
assurance that a waiver will be granted. It is expected that the
Proposed Transaction will close in the coming weeks.
Management and Insiders of the Resulting
Issuer
Subject to the approval of the TSXV, upon
completion of the Proposed Transaction, it is currently anticipated
that the board of directors of the Corporation will consist of
three individuals who are currently directors of the Corporation:
Patrick Langlois, Dennis Peterson and Andrey Shamis.
Mr. Patrick Langlois will also serve as the Chief Executive
officer and Secretary of the Resulting Issuer. In addition, it is
anticipated that Seema Sindwani will serve as the Chief Financial
Officer and Breanne Beh will serve as the Vice President
Exploration of the Resulting Issuer. It is also anticipated that
following the completion of the Qualifying Transaction, each of
Messrs. David Palmer and Jamie Sokalsky will be a Control Person of
the Company within the meaning of the term in applicable Canadian
Securities laws by virtue of holding over 20% of the issued and
outstanding common shares of the Resulting Issuer. Brief
biographies of these individuals are provided below.
Patrick LangloisMr. Langlois is a financial
professional with over 15 years of corporate development, venture
capital and investment banking experience. Mr. Langlois brings a
successful track-record in capital markets and M&A transactions
which further strengthens the Company’s ability to identify and
realize new opportunities. Mr. Langlois held senior positions with
Canadian investment banks and venture capital funds. He is a CFA
Charterholder who holds a B.A. (Finance) and an MBA from Universite
de Sherbrooke.
Dennis PetersonMr. Peterson has over 30 years’
experience as a corporate securities lawyer specializing in
corporate finance matters for small cap companies. Most of Mr.
Peterson's practice focuses on junior natural resource companies,
and he has extensive experience with all aspects of prospectus
financings, private placements, mergers and acquisitions in the
junior public markets. Companies he has worked with are listed on
the Toronto Stock Exchange and the TSX Venture Exchange. Mr.
Peterson holds a B. Comm (Hons.) degree from Queen’s University and
an LL.B. degree from the University of Toronto Faculty of Law.
Andrey ShamisMr. Shamis has been an associate at
Peterson McVicar LLP since 2016. Mr. Shamis practices in the field
of corporate law and securities and has experience in private
mergers and acquisitions, public and private offerings, regulatory
compliance, continuous disclosure and corporate governance. He
received his law degree from Osgoode Hall Law School and is a
member of the Law Society of Ontario.
Seema Sindwani Ms. Sindwani is a seasoned
professional in the financial analysis field. In addition to acting
as the Corporation’s Chief Financial Officer, Ms. Sindwani holds
the position of Director-Investor Relations of Probe Metals Inc.
and prior to that, she was a fund manager with a European asset
management company, where she was responsible for capital raising
and identifying investment opportunities in North America.
Previously, she held senior positions at several Canadian
investment banks analyzing and covering small cap equities in
equity sales and research roles. She also co-founded and was a
partner at Albis Capital Corporation, an Investor Relations firm
with more than 10 years of experience with the Canadian public
markets. She received an MBA from Richard Ivey School of Business
and a Master of Science degree from McMaster University. Ms.
Sindwani has also received the Chartered Financial Analyst
designation form the CFA Institute.
Breanne BehMs. Beh is currently a project
manager at Probe Metals Inc. working on exploration projects in
Ontario, Quebec and Nova Scotia. Prior to this, Ms. Beh worked as
an exploration geologist for Probe Mines Ltd. at its Borden Gold
Project which was awarded the 2013 Ontario Prospectors Award. Ms.
Beh also serves as a Director of Northwestern Ontario Prospectors
Association. Ms. Beh has a BSc in Geology from the University of
Calgary and MSc in Geology from Lakehead University. Ms. Beh is a
licensed geoscientist and has received a Professional Geologist
designation from the Professional Geoscientists Ontario and the
Ordre des geologues du Quebec.
David PalmerDr. Palmer is the President and
Chief Executive Officer of Probe Metals Inc. and served as
President, Chief Executive Officer, and a director of Probe Mines
Limited, a predecessor corporation to Probe Metals Inc. Prior to
joining Probe Mines Limited, Dr. Palmer spent 15 years as an
Exploration Geologist and Consultant to the Canadian an
international mining industry. He has managed projects and
conducted research for major international mining companies around
the world. Dr. Palmer holds a B.Sc. (Geology) degree from
St.Francis Xavier University, M.Sc. and Ph.D. (Economic Geology)
degrees from McGill University, and is a member of the Association
of Professional Geoscientists of Ontario.
Jamie SokalskyMr. Sokalsky is the Chairman of
the Board of Probe Metals Inc. and has previously served as
Chairman of Probe Mines Limited. He has over 20 years of experience
as a senior executive in the mining industry including finance,
corporate strategy, project development and mergers, acquisitions
and divestitures. Mr. Sokalsky was President and Chief Executive
Officer (June 2012 to September 2014), Chief Financial Officer
(1999 to 2012) and Executive Vice-President (June 2004 to September
2012) of Barrick Gold Corporation. Mr. Sokalsky is also a member of
the Board of Directors of Agnico Eagle Mines Limited and Royal Gold
Inc. He holds an Honours Bachelor of Commerce degree from Lakehead
University and received his Chartered Accountant designation in
1982.
For more information, please
contact:
Patrick LangloisPresident and Chief Executive
OfficerAngus Ventures Inc.Tel: (416) 807-1311
On behalf of the Board of Directors of Angus
Ventures Inc.,
Patrick Langlois President and Chief Executive
Officer
Forward Looking Information
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 press release. A halt
in trading shall remain in place until after the Qualifying
Transaction is completed or such time that acceptable documentation
is filed with the TSX Venture Exchange.
The Company is a capital pool company pursuant
to Policy 2.4 of the Exchange (the "CPC Policy"). Except as
specifically contemplated in the CPC Policy, until the completion
of its "Qualifying Transaction" (as defined in the CPC Policy), the
Company will not carry on business, other than the identification
and evaluation of companies, business or assets with a view to
completing a proposed Qualifying Transaction. This News Release
includes certain “forward-looking statements”. All statements other
than statements of historical fact, included in this release,
including, without limitation, future plans and objectives of the
Company, are forward-looking statements that involve various risks
and uncertainties. There can be no assurance that such statements
will prove to be accurate and actual results and future events
could differ materially from those anticipated in such statements.
Important factors that could cause actual results to differ
materially from the Company’s expectations are the risks detailed
herein and from time to time in the filings made by the Company
with securities regulators including the following: (i) the Company
has no commercial operations and has no history of profit; (ii)
investment in the common shares of the Company is highly
speculative given the unknown nature of the Company’s business and
its present stage of development; (iii) there is no assurance that
the Company will find a profitable undertaking or that it can
successfully conclude a purchase of such an undertaking at all or
on terms which are commercially acceptable; (iv) the directors and
officers of the Company will only devote a portion of their time to
the business and affairs of the Company and some of them are or
will be engaged in other projects or businesses such that conflicts
of interest may arise from time to time; and (v) there can be no
assurance that an active and liquid market for the Company’s common
shares will develop and an investor may find it difficult to resell
its common shares. This list is not exhaustive of the factors that
may affect any of the Company’s forward-looking statements. These
and other factors should be considered carefully and readers should
not place undue reliance on the Company’s forward-looking
statements. Although the Company believes that the assumptions and
factors used in preparing the forward-looking information in this
news release are reasonable, undue reliance should not be placed on
such information, which only applies as of the date of this news
release, and no assurance can be given that such events will occur
in the disclosed time frames or at all. The Company disclaims any
intention or obligation to update or revise any forward-looking
information, whether as a result of new information, future events
or otherwise, other than 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 release.
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