Redline Resources Announces Qualifying Transaction
REDLINE RESOURCES INC.
2110 – 1177 W. Hastings Street Vancouver, B.C. V6E 2K3
NEWS RELEASE TSX-V: RLI.P
REDLINE RESOURCES ANNOUNCES QUALIFYING TRANSACTION
Vancouver, British Columbia – February 27, 2015 – Redline Resources Inc. (“Redline”) announces that it has entered into a Share Exchange Agreement dated January 30, 2015 with Tyko Resources Inc. (“Tyko”), pursuant to which Redline will acquire all the issued and outstanding shares of Tyko in exchange for an estimated 13,036,966 common shares in the capital of Redline (the “Transaction”). Upon closing of the Transaction, it is anticipated that the following parties will hold in excess of 10% of the Company’s issued and outstanding share capital: John E. Ternowesky, Brian Mealey and Lloyd Halverson. Each of these individuals has been actively involved in the Canadian mining industry for many years and were the initial stakers of the Tyko Property. No monies are to be advanced by the Company to Tyko under the Share Exchange Agreement.
Redline is a “capital pool company” under the policies of the TSX Venture Exchange (“TSXV”) and a NEX exchange listed issuer. Completion of the Transaction is intended to serve as Redline’s “qualifying transaction” in accordance with TSXV Policy 2.4. The Transaction is an arm’s length transaction and, as such and will not be subject to Redline requiring shareholder approval for the Transaction. Upon completion of the Transaction, Redline will graduate from the NEX board of the TSXV and be listed as a Tier 2 Mining Issuer.
Tyko is a private Ontario mining company based in Thunder Bay, Ontario, with mineral property interests in the White Lake area of the Thunder Bay Mining Division, containing drill indicated nickel, copper and platinum group mineralization in the ultramafic Nipigon Plate. The property well is located north of the Trans-Canada Highway and in close proximity to the mining related infrastructure of the Hemlo gold mining camp and the town of Marathon. Approximately $508,391 has been spent by Tyko on geophysics and prospecting of the property.
As contemplated in the Share Exchange Agreement, closing of the Transaction will be subject to a number of conditions precedent, including:
(a) each of Redline and Tyko being satisfied with the results of their respective due diligence review of the other by no later than March 15, 2015;
(b) receipt of all approvals and third-party consents, including the TSXV;
(c) receipt by Redline of a favourable title opinion on Tyko’s mineral property interest;
(d) completion by Tyko of a NI 43-101 compliant technical report and the filing of the same with the TSXV;
(e) confirmation from Tyko’s counsel that the Transaction has been conducted in accordance with applicable law;
(f) completion of a shares-for-debt transaction whereby Redline shall issue 1,584,900 shares at a deemed price of $0.10 per share in settlement of $158,490 of outstanding debt;
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(g) completion of a private placement by Redline to raise up to $1,000,000;
(h) various changes to the board of directors of Redline to include representation from the board of directors of Tyko; and
(i) change of the Company’s name.
There can be no assurance that all of the conditions will be satisfied or waived as proposed or at all.
Waiver of Sponsorship
Sponsorship of a qualifying transaction by a capital pool company is required by the TSXV unless an exemption from the sponsorship requirement is available. It is Redline’s intention to rely upon an available exemption from the sponsorship requirements pursuant to the policies of the Exchange. There is no assurance that such exemption will be granted. Further details will be announced when available.
Financing
Redline contemplates completing a private placement of at least $1,000,000 (the “Financing”) comprising of 10,000,000 units at a price of $0.10 per unit, each unit comprising of one common share and one-half of one share purchase warrant, each whole warrant entitling the holder to acquire one additional common share of Redline at a price of $0.15 for a period of two years from the date of issuance. Finder’s fees will be paid, in compliance with TSXV policies, to arm’s length entities who introduce to Redline subscribers to the Financing. The financings and share issuances noted herein shall be completed concurrently with the closing of the Transaction such that Redline shall have approximately 28,971,866 shares outstanding at the time of the closing of the Transaction.
Finder’s fee
Upon completion of the Transaction, it is proposed that a finder’s fee of up to10% of the value of the Transaction payable by way of issuance of up to 1,300,000 common shares (the “Finder’s Fee Shares”) may be payable, in compliance with TSXV policies and subject to TSXV approval, to arm’s length parties for introducing Redline to Tyko. The Finder’s Fee Shares may be subject to resale restrictions and voluntary pooling provisions.
Directors and Officers
Upon completion of the Transaction, the directors, officers and insiders of Redline will be:
| J. Michael W. Collins | - | CEO, President, Director |
| Robert J. Scott | - | CFO, Secretary |
| Abraham P. Drost | - | Director |
| Roderick W. Johansen | - | Director |
| Raymond Strafehl | - | Director |
| Glenn J. Mullan | - | Director |
The following is a brief background on each of the proposed directors and officers:
J. Michael W. Collins, P.Geo – Michael Collins is currently President, CEO and a director of Argus Metals Corp. (TSXV: AML). He is Vice President – North America of Mining Plus Canada Ltd., a
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specialized underground and surface mining engineering consulting company, and a director of Lions Gate Energy. Over the past 18 years, he has been involved in mineral exploration, deposit modelling and project development. Mr. Collins graduated with a B.Sc. (Honours) from Dalhousie University in 1996, and was granted professional status from the APGO in May of 2003 and from APEGBC in March 2012. Mr. Collins has worked on production and exploration projects with Goldcorp.’s Red Lake Mine, has done exploration work for Canadian Royalties in doing exploration work on its South Raglan project in the Ungava Peninsula, and was involved in a syndicated project review in China in 2003. He has worked in East Africa, Central and South America, East Asia.
Robert J. Scott, CA, CFA - Robert Scott is a chartered accountant with over 20 years of professional experience in corporate finance, accounting, merchant and commercial banking. He has served in management and on the boards of a number of Canadian companies. He is currently CFO Riverside Resources (TSXV: RRI) and Northair Silver Corp. (TSXV: INM), and a director of Mongolia Growth Group Ltd (TSXV: YAK) and Entourage Metals Ltd. (TSXV: EMT). Mr. Scott is also a co-founder and a director of Pan American Hydro Corporation, a private company involved in developing small hydro projects in Latin America. Mr. Scott earned his CA designation in 1998, his CFA designation in 2002 and has a B.Sc. from the University of British Columbia.
Glenn J. Mullan, B.Sc (Geology), P.Geo, M.S. (Mining Engineering) – Mr. Mullan holds a B.Sc. (Geology) from Concordia University and has 35 years of experience in the mining and mineral exploration industries. Mr. Mullan is also the President, CEO, and Chair of Golden Valley Mines and Chair/CEO of Abitibi Royalties Inc.
As an independent prospector, Mr. Mullan has assembled and acquired many mining prospects ranging from grass-roots ventures through advanced-stage projects. Mr. Mullan was instrumental in assembling many of the properties comprising the portfolio now explored by Golden Valley Mines and affiliates. Glenn also is a member of the Board of the Prospectors and Developers Association of Canada (PDAC).
Abraham P. Drost, MSc., P.Geo – Abraham P. Drost, M.Sc., P.Geo - Abraham Drost is a registered Professional Geoscientist (Ontario). He obtained the Bachelor's degree in Earth Sciences from the University of Waterloo in 1984 and the Master of Science degree in Mineral Exploration from Queen's University in 1987. He has 30 years experience in the Canadian mining industry. Mr. Drost is presently CEO, President and a Director of Carlisle Goldfields Limited (TSX: CGJ), a Director of Mega Precious Metals Inc. (TSXV: MGP), former CEO of Premier Royalty Inc., former President of Sandspring Resources Inc., former President of Sabina Gold and Silver Corp. and a Director of Tyko Resources Inc., a private Ontario corporation and party to the present transaction.
Roderick W. Johansen – Mr. Johansen is a lawyer with Johansen Law Firm of Thunder Bay Ontario. He practices exclusively in Corporate Commercial matters including transactions and litigation. He holds a Honours Bachelor of Science from Lakehead University and a Law Degree from McGill University. He has regularly provides advice to public companies on transactions, financing and other matters.
Raymond Strafehl – Raymond (Ray) Strafehl has over 30 years’ experience in the investment and venture capital finance industry in Canada; and in corporate relations for public mining companies. He is a registered Commodity Trading Advisor with the National Futures Association in Canada (since 1998); and founded Venture BC in 1998. He is a co-founder of International Liaison for the International Institute for Sustainable Regional Economies. Mr. Strafehl is currently CEO of Redline and has previously served as a director of a number of public companies in Canada.
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Shares for Debt
Prior to closing the Transaction, and subject to TSXV approval, Redline proposed to eliminate its outstanding debt in the amount of $158,490 by way of a shares for debt settlement whereby it will issue 1,584,900 shares (the “Debt Shares”) at a deemed price of $0.10 per share. The Debt Shares will be subject to a four month hold period from the date of issuance.
Name Change
On closing of the Transaction, Redline proposes to change its corporate name to “Nickel One Inc.” or such other name as is acceptable to the new board of directors and the TSXV.
ON BEHALF OF THE BOARD OF DIRECTORS
“Raymond Strafehl”
Raymond Strafehl CEO and Director
COMPLETION OF THE TRANSACTION IS SUBJECT TO A NUMBER OF CONDITIONS, INCLUDING BUT NOT LIMITED TO, TSXV ACCEPTANCE. 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 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.
Neither the TSX Venture Exchange Inc. 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 PRESS RELEASE, REQUIRED BY APPLICABLE CANADIAN LAWS, IS NOT FOR DISTRIBUTION TO U.S. NEWS SERVICES OR FOR DISSEMINATION IN THE UNITED STATES, AND DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO SELL ANY OF THE SECURITIES DESCRIBED HEREIN IN THE UNITED STATES. THESE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS UNLESS REGISTERED OR EXEMPT THEREFROM.
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