Andean Precious Metals Corp. Announces Closing of Amalgamation
ANDEAN PRECIOUS METALS CORP. ANNOUNCES
CLOSING OF AMALGAMATION
VANCOUVER, BRITISH COLUMBIA – March 19, 2021 – Andean Precious Metals Corp., formerly,
Buckhaven Capital Corp., (“Andean”) is pleased to announce that it has completed its previously announced
transaction involving a three cornered amalgamation where 1271860 B.C. Ltd., a wholly owned subsidiary
of Andean, amalgamated with 1254688 B.C. Ltd. (the “Target”) a private British Columbia corporation
with operating subsidiaries in Bolivia which are engaged in the exploration, exploitation, treatment, refining
and commercialization of ore containing silver and gold, which it extracts from its own mining rights and
also through purchases from third parties' ore (the “Transaction”).
In connection with the completion of the Transaction, the Target completed (i) a non-brokered private
placement offering in August, 2020 pursuant to which it issued 19,854,738 subscription receipts raising gross
proceeds of $10,000,000 USD; and (ii) a brokered private placement offering in February, 2021 pursuant to
which it issued 13,657,000 subscription receipt raising gross proceeds of $13,657,000 CAD, in respect of
which Sprott Capital Partners L.P. acted as agent (the “Agent”). The subscription receipts issued in the two
offerings are collectively referred to herein as the "Subscription Receipts". The Subscription Receipts
issued in both closings converted into common shares of the Target on a one for one basis immediately prior
to the completion of the above referenced amalgamation.
Immediately prior to the closing of the Transaction, Andean consolidated its issued and outstanding common
shares on a 1.5-for-1 basis (each post-consolidation common share, a “Common Share”) and changed its
name from “Buckhaven Capital Corp.” to “Andean Precious Metals Corp.” Andean’s new CUSIP number
will be 03349X101 and its new ISIN will be CA03349X1015. Shareholders of Andean are not required to
take any further action with respect to the consolidation or the name change and are not required to exchange
their existing share certificates for new certificates bearing Andean’s new name. Andean’s transfer agent,
Computershare Investor Services Inc., will send registered shareholders a new Direct Registration System
advice (DRS) representing the number of post-consolidation Common Shares held by such shareholders.
Upon completion of the Transaction, the issued and outstanding share capital of Andean consists of
157,006,838 Common Shares with 2,527,826 options outstanding to acquire an additional 2,527,826
Common Shares, 66,667 Agent’s warrants, and 7,200,000, restricted share unit grants (which are subject to
disinterested shareholder approval).
Final acceptance of the qualifying transaction will occur upon the issuance of the Final Exchange Bulletin
by the Exchange. Subject to final acceptance by the Exchange, Andean will be classified as a Tier 1 issuer
pursuant to Exchange policies. The Common Shares are expected to commence trading on the Exchange
under the symbol “APM”. Andean will provide a further news release with respect to the commencement of
trading on the Exchange.
In connection with the Transaction, Andean’s board of directors has been reconstituted and is now comprised
of the following individuals: Alberto Morales, Robert Buchan, Luis da Silva, and Peter Gundy. In addition,
the board has appointed Alberto Morales as Executive Chairman, Luis da Silva as Chief Executive Officer,
Simon Griffiths as Chief Operating Officer, Jeff Chan as Chief Financial Officer and Michael Bluestein as
Corporate Secretary.
Immediately prior to the closing of the Transaction, each Subscription Receipt was automatically converted
into one (1) common share of the Target (the “Conversion”). In connection with the above referenced
amalgamation, all common shares of the Target were exchanged for Common Shares on a 1:1 basis. Andean
issued a total of 154,536,838 Common Shares in connection with the completion of the Transaction. Full
details of the Transaction and certain other matters are set out in the filing statement of Andean dated March
15, 2021 (the “Filing Statement”). A copy of the Filing Statement can be found under Andean’s SEDAR
profile located at www.sedar.com.
4843-2230-4993, v. 1
Early Warning Disclosure as a result of completion of the Transaction
Prior to completion of the Transaction, 2176423 Ontario Inc. (“2176423 Ontario”), an Ontario corporation
beneficially owned by Mr. Eric Sprott, acquired beneficial ownership and control over 21,854,738
Subscription Receipts. The Subscription Receipts were converted into common shares of the Target and,
thereafter, such shares were converted into Common Shares on a 1:1 basis upon completion of the
Transaction. Accordingly, 2176423 Ontario now owns 21,854,738 Common Shares representing
approximately 13.9% of the outstanding Common Shares on the completion of the Transaction. Mr. Sprott
acquired the Common Shares for investment purposes and currently does not have any plan to acquire or
dispose of additional securities of Andean. However, 2176423 Ontario may acquire additional securities of
Andean, dispose of some or all of the existing or additional securities it holds or will hold, or may continue
to hold its current position, depending on market conditions, reformulation of plans and/or other relevant
factors. 2176423 Ontario’s address is 200 Bay Street, Suite 2600, Royal Bank Plaza, South Tower, Toronto,
Ontario M5J 2J1
Prior to completion of the Transaction, PMB Partners LP, an Ontario limited partnership (“PMB”) with its
head office located at 22 Adelaide Street West. Suite 3400, Toronto, ON, M5H 4E3 acquired control over
82,325,000 common shares of the Target, which were converted into Common Shares on a 1:1 basis upon
the completion of the Transaction. Accordingly, PMB owns 82,325,000 Common Shares representing
approximately 52.43% of the outstanding Common Shares on the completion of the Transaction and PMB
acquired the Common Shares for investment purposes and currently does not have any plan to acquire or
dispose of additional securities of Andean. However, PMB may acquire additional securities of Andean,
dispose of some or all of the existing or additional securities it holds or will hold, or may continue to hold
its current position, depending on market conditions, reformulation of plans and/or other relevant factors.
The foregoing disclosure regarding 2176423 Ontario and PMB is being disseminated pursuant to National
Instrument 62-103 The Early Warning System and Related Take-Over Bid and Insider Reporting Issuer.
Copies of the early warning reports with respect to the foregoing will appear on Andean’s SEDAR profile
located at www.sedar.com and may also be obtained by contacting Andean’s Chief Financial Officer, Jeff
Chan at [email protected] or 416 953 4858.
For additional information concerning the Transaction and the foregoing matters in connection therewith,
please refer to Andean’s press releases dated November 3, 2020, February 12, 2021, February 18, 2021,
March 16, 2021 respectively and the Filing Statement, all of which are available under Andean’s SEDAR
profile located at www.sedar.com.
Additional Information
Investors are cautioned that, except as disclosed in the Filing Statement filed 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 Andean should be considered
highly speculative.
All information contained in this press release with respect to Andean and the Target was supplied by the
respective parties, for inclusion herein, and each party and its directors and officers have relied on the other
party for any information concerning the other party.
For further information please contact:
4843-2230-4993, v. 1
Andean Precious Metals Corp.:
777 Hornby Street, Suite 600, Vancouver, BC
V6Z 1S4
Luis da Silva, Chief Executive Officer
Jeff Chan, Chief Financial Officer
Telephone: 416 953 4858
1254688 B.C. Ltd.
Fraser Buchan, Director
Telephone: 416-473-4099
Notice on Forward-Looking Information
Neither the TSX Venture Exchange, Inc. nor its Regulation Services Provider (as that term is defined in
policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Neither the TSX Venture Exchange, Inc. nor its Regulation Services Provider (as that term is defined
in the polices of the TSX Venture Exchange) has in any way passed upon the merits of the Qualifying
Transaction and associated transactions and neither of the foregoing entities has in any way approved
or disapproved of the contents of this press release.
This press release contains statements which constitute “forward-looking statements” and “forward-
looking information” within the meaning of applicable securities laws (collectively, “forward-looking
statements”), including statements regarding the plans, intentions, beliefs and current expectations of
Andean with respect to future business activities and operating performance. Forward-looking statements
are often identified by the words “may”, “would”, “could”, “should”, “will”, “intend”, “plan”,
“anticipate”, “believe”, “estimate”, “expect” or similar expressions.
Investors are cautioned that forward-looking statements are not based on historical facts but instead reflect
Andean’s expectations, estimates or projections concerning future results or events based on the opinions,
assumptions and estimates of management considered reasonable at the date the statements are made.
Although Andean believes that the expectations reflected in such forward-looking statements are
reasonable, such statements involve risks and uncertainties, and undue reliance should not be placed
thereon, as unknown or unpredictable factors could have material adverse effects on future results,
performance or achievements of Andean. Among the key factors that could cause actual results to differ
materially from those projected in the forward-looking statements are the following: changes in general
economic, business and political conditions, including changes in the financial markets; changes in
applicable laws and regulations both locally and in foreign jurisdictions; compliance with extensive
government regulation; the risks and uncertainties associated with foreign markets. These forward-looking
statements may be affected by risks and uncertainties in the business of Andean and general market
conditions, including COVID-19.
Should one or more of these risks or uncertainties materialize, or should assumptions underlying the
forward-looking statements prove incorrect, actual results may vary materially from those described herein
as intended, planned, anticipated, believed, estimated or expected. Although Andean has attempted to
identify important risks, uncertainties and factors which could cause actual results to differ materially,
there may be others that cause results not to be as anticipated, estimated or intended and such changes
could be material. Andean does not intend, and do not assume any obligation, to update the forward-looking
statements except as otherwise required by applicable law.
Investors are cautioned that, except as disclosed in the Filing Statement prepared in connection with the
Qualifying Transaction, any information released or received with respect to the Qualifying Transaction
may not be accurate or complete and should not be relied upon. Trading in the securities of Andean should
be considered highly speculative.