Cryptologic Corp. Announces Proposed Acquisition of Copenhagen Minerals Inc. and the Storø GOLD Project
CRYPTOLOGIC CORP. ANNOUNCES PROPOSED ACQUISITION OF
COPENHAGEN MINERALS INC. AND THE STORØ GOLD PROJECT
TORONTO, Ontario, January 28, 2021 – Cryptologic Corp. (CSE:CRY) (the “Company”
or “ Cryptologic”) is pleased to announce that it has entered into a binding share
purchase agreement with Greenland Resources Inc. ( the “Seller”) on January 27, 2021
to acquire 100% of the outstanding shares of the Seller’s wholly -owned subsidiary,
Copenhagen Minerals Inc. (“Copenhagen”), which owns 100% of a mineral explora tion
license known as the Storø Gold Project, located in Greenland (the “Acquisition”).
The St orø Gold Project is located some 40 km northeast of Nuuk, the capital of
Greenland. It is located on the 12 km 2 mineral exploration License No. 2014/11 and
hosts an inferred mineral resource of 885,000 tonnes at a grade of 3.4 g/t gold. The
Storø Gold Project is devoid of vegetation and overburden, which facilitates exploration
and enjoys year -round property access for eventual mining and ice -free shipping. In
addition, there is a second larger 540 km 2 mineral exploration License No. 2021 -01
surrounding License No 2014/11, where a recent satellite-based spectral analysis survey
outlined numerous other St orø-type exploration targets. As well, Copenhagen owns a
mineral prospecting License No. 2020-62 covering the entire eastern third of Greenland.
Metallurgical studies undertaken by SGS Ltd . in Lakefield, Ontario show recoveries of
between 91.5% and 94.8% from gravitational separation/cyanide leach. Selected
intersections of the Storø Gold Project include 4.11 g/t gold over 14.03m in DDH 15 -03;
20.0m of 6.30 g/t gold in DDH 95 -03; 12.0m of 4.20 g/t in DDH 05 -01; 23.9m of 6.40 g/t
gold in DDH 95-05; and 28.8m of 6.74 g/t gold in DDH 10-54.
Upon closing of the proposed Acquisition, the Company will be a mineral resource issuer
and the Storø Gold Project will be the cornerstone of the Company’s business. Although
the Company expects to use up to $2.5 million of its cash on hand to pursue the
exploration and other recommend ations in the Technical Report (as defined below) , it
expects to have sufficient available cash to pursue other mining prospects of interest .
The Company currently has $7.6 million of cash on hand and expects to collect upwards
of $1 million of sales tax r eceivable that it has previously written off. This write off has
been at the request of its auditors, however the Company has historically collected these
receivables.
Proposed Acquisition
Consideration for the proposed Acquisition is expected to be satisf ied through the
payment of C$250,000 cash and the issuance to the Seller of 37,600,000 common
shares of Cryptologic at a deemed issue price of $0.24 per share (the “Consideration
Shares”), subject to all necessary regulatory and securityholder approvals . The
Consideration Shares will be subject to the escrow requirements of the Canadian
Securities Exchange (the “CSE”). It is expected that Copenhagen shareholders will hold
43.6% of the shares of Cryptologic following closing of the Acquisition, with shareholders
of Cryptologic holding the remaining 56.4%.
As Cryptologic previously sold its business and all of the assets comprising its
cryptocurrency mining and other operations, the proposed Acquisition will be a change
of business under the rules of the CSE. The Company will seek to change its name to
more accurately reflect its new mineral resource focus, but no new name has been
selected at this time.
It is expected that, subject to and upon closing of the proposed Acquisition, each of John
Kennedy FitzGerald, Chief Executive Officer of the Company, and Joshua Lebovic, Chief
Financial Officer of the Company, will step down from their respective positions and
leadership of the Company will transition to a new management team which will include
Greg McKenzie as Chairman and Chief Executive Officer of the Company. The balance
of the management team will be appointed by the new board of directors of the
Company, which is expected to be comprised of two nominees of the Seller, two
nominees of the Company and Mr. McKenzie.
Completion of the proposed Acquisition is subject to customary conditions, including,
receipt of applicable securityholder approvals by the Company and Seller and all
necessary regulatory approvals, including the approval of the CSE. Closing of the
proposed Acquisition is expected to occur following satisfaction or waiver of all closing
conditions, including receipt of applicable shareholder approval and approval of the
CSE, which is expected during Q 2 2021. The Company also intends to schedule its
annual general meeting of shareholders in the near term.
SCIENTIFIC AND TECHNICAL INFORMATION
Mr. Jim Steel BSc, MBA, P.Geo., a director of Seller and a Qualified Person under
National Instrument 43-101, has reviewed and approved the technical disclosure i n this
news release.
The mineral resource estimate was prepared by SRK Consulting (Sweden) AB with an
effective date of October 24, 2016, in the technical report entitled “A NI 43-101 Technical
Report on the Storø Gold Project, Greenland” (the “Technical Report”). For additional
information, including with respect to the key assumptions, parameters and methods
used in respect of the mineral resource estimate, refer to the Technical Report, which is
available on Seller’s SEDAR profile.About Cryptologic Corp.
Cryptologic Corp. is currently a shell company that previously divested all of its
cryptocurrency mining assets and operations and has been exploring acquisition
opportunities in sectors outside of cryptocurrency mining.
About Copenhagen Minerals Inc.
Copenhagen, a wholly -owned subsidiary of Greenland Resources Inc., owns in
Greenland a 100% legal and beneficial interest, in two mineral exploration licences,
known as the Storø Gold Project and one prospecting license.
Cautionary Note Regarding Forward-Looking Information
This news release includes forward -looking information and statements, which may
generally be identified by the use of the words “will”, “intention”, “expects”, “is expected
to”, “subject to”, “anticipates” and variations or similar expr essions and which include,
but are not limited to, information and statements regarding or inferring the future
business, operations, financial performance, prospects, and other plans, intentions,
expectations, estimates, and beliefs of the Company. Such s tatements include those
relating to the terms of the proposed Acquisition, the value of Copenhagen, the value of
the consideration to be paid by Cryptologic in connection the proposed Acquisition, the
nature and satisfaction of the conditions to completing the proposed Acquisition, and the
ability of Cryptologic and Seller to secure the consent of the holders of their respective
securities in connection with the proposed Acquisition and the Company’s expectations
and plans following closing of the proposed Acquisition.
Forward-looking information and statements involve and are subject to assumptions and
known and unknown risks, uncertainties, and other factors which may cause actual
events, results, performance, or achievements of the Company to be materiall y different
from future events, results, performance, and achievements expressed or implied by
forward-looking information and statements herein. Such assumptions, risks,
uncertainties and other factors include, but are not limited to, that the definitive share
purchase agreement is terminated or the proposed Acquisition is otherwise not
completed on the terms and timelines anticipated by the Company or at all, that all
conditions to closing outlined in any such definitive agreement are satisfied and/or
waived, that all necessary regulatory, stock exchange, securityholder and other consents
and approvals will be received in connection with the proposed Acquisition on the
timelines anticipated or at all, that all other conditions to closing will be satisfied in the
manner and on the timelines anticipated or at all.
Although the Company believes that any forward -looking information and statements
herein are reasonable, in light of the use of assumptions and the significant risks and
uncertainties inherent in su ch information and statements, there can be no assurance
that any such forward-looking information and statements will prove to be accurate, and
accordingly readers are advised to rely on their own evaluation of such risks and
uncertainties and should not place undue reliance upon such forward-looking information
and statements. In particular, the completion of the proposed transaction with Greenland
is subject to the satisfaction of certain conditions and uncertainties (including those
noted above) and the Company can offer no assurance that the proposed Acquisition
will be completed on the terms, conditions and timelines anticipated by the Company or
at all. Any forward -looking information and statements herein are made as of the date
hereof, and except as required by applicable laws, the Company assumes no obligation
and disclaims any intention to update or revise any forward -looking information and
statements herein or to update the reasons that actual events or results could or do
differ from those proj ected in any forward looking information and statements herein,
whether as a result of new information, future events or results, or otherwise, except as
required by applicable laws.
The CSE has not reviewed, approved or disapproved the content of this news release.