Buckhaven Capital Corp. Enters into Letter of Intent for Qualifying Transaction with 1254688 B.C. Ltd. and Ag-Mining Investments, AB
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Buckhaven Capital Corp. Enters into Letter of Intent for Qualifying Transaction with 1254688 B.C.
Ltd. and Ag-Mining Investments, AB
VANCOUVER, British Columbia, August 1 8, 2020 – Buckhaven Capital Corp. (TSXV: BKH.P)
(“Buckhaven”), 1254688 B.C. Ltd. (“125”) and the shareholders thereof, and Ag-Mining Investments, AB
(“AG Mining”) are pleased to announce the entrance into a letter of intent (the “LOI”) dated August 17,
2020 (the “Effective Date ”), which outlines the general terms and conditions of a proposed business
combination by way of an amalgamation, arrangement, take -over bid, or other similar form of transaction,
which will result in 125 and, in turn its subsidiaries, at the applicable time (or successor corporation, as the
case may be) becoming a wholly -owned subsidiary of Buckhaven or otherwise combining its corporate
existence with that of Buckhaven (the “Proposed Transaction”). Buckhaven, after completion of the
Proposed Transaction, is referred to herein as the “Resulting Issuer”.
Buckhaven is a “capital pool company” that completed its initial public offering in June, 2019. The common
shares of Buckhaven (the “Buckhaven Shares ”) are listed for trading on the TSX Venture Exchange
(“TSXV”) under the stock symbol BKH.P. Buckhaven has not commenced commercial operations and has
no assets other than cash. It is intended that the Proposed Transaction, when completed, will constitute the
“Qualifying Transaction ” of Buckhaven pursuant to Polic y 2.4 – Capital Pool Companies of the TSXV
Corporate Finance Manual. Buckhaven was incorporated under the Business Corporations Act (British
Columbia) and its head and registered office is located in Vancouver, British Columbia.
AG Mining and 125 are involved in the mining industry. 125 was incorporated under the Business
Corporations Act (British Columbia ) and its head and registered office is located in Vancouver, British
Columbia. AG Mining is a Swedish investment firm and is the 100% owner of the S an Bartolomé silver
operation in Potosi, Bolivia. Currently, AG Mining is processing ore from its own mining rights, and from ore
purchased from independent, third party operators in Bolivia.
The LOI was negotiated at arm ’s length and is effective as of August 17, 2020. The terms and conditions
outlined in the LOI are non-binding on the parties and the LOI is expected to be superseded by a definitive
agreement and other definitive documentation (the “Definitive Agreement”) to be negotiated between the
parties. 125 intends to close a private placement of subscription receipts for gross proceeds of
US$10,000,000.
The LOI further contemplates that prior to the closing of the Proposed Transaction, 125 and/or Buckhaven
will complete a concurrent financing (the “Concurrent Financing”) to raise gross proceeds of a minimum
of US$15,000,000 and a maximum of US$40,000,000 through the issuance of subscription receipts (the
“Subscription Receipts ”). The price per Subscription Receipt will be determined in the context of the
market, which shall be further disclosed in a forthcoming press release.
Immediately prior to the completion of the Proposed Transaction, Buckhaven may effect a share
consolidation (the “Consolidation”). Buckhaven currently has issued and outstanding 3,530,000 pre-
Consolidation common shares (1,380,000 pre-Consolidation common shares subject to escrow), 300,000
stock options and 100,000 broker warrants. The foregoing does not include securities to be issued pursuant
to the Concurrent Financing.
There is no assurance that a Definitive Agreement will be successfully negotiated or entered into and there
is no assurance that the Concurrent Financing will be completed.
Upon completion of the Proposed Transaction, all directors and officers of Buckhaven, elected or appointed
prior to the completion of the Proposed Transaction , shall resign and each of the directors and officers of
the Resulting Issuer shall be nominees of 125. As a result of the Proposed Transaction, the Resulting Issuer
will indirectly carry on the business of 125 and will change its name to such name as determined by 125
and as may be accepted by the TSXV and any other relevant regulatory authorities (the “Name Change”).
In addition to the Name Change, Buckhaven will also seek the requisite corporate approvals to complete
the Consolidation, to set the number of directors (being all of 125’s nominees) and to elect such directors.
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As the Proposed Transaction is an arm ’s length transaction, Buckhaven is not required to obtain
shareholder approval for the Proposed Transaction.
In accordance with the policies of the TSXV, the Buckhaven Shares are currently halted from trading and
will remain so until such time as the TSXV d etermines, which may not occur until completion of the
Proposed Transaction.
Conditions to the Proposed Transaction
Completion of the Proposed Transaction will be subject to a number of conditions, including but not limited
to, acceptance by the TSXV, if applicable pursuant to TSXV requirements majority of the minority
shareholder approval, completion of the Concurrent Financing, approval of certain matters by the holders
of the Buckhaven Shares, if necessary, and other customary conditions including:
• receipt of all director, shareholder (if necessary) and requisite regulatory approvals relating to the
execution of the Definitive Agreement in respect of the Proposed Transaction and as may be
contemplated by the Definitive Agreement;
• preparation and filing of a filing statement (the “Filing Statement”) outlining the definitive terms of
the Proposed Transaction and describi ng the business to be conducted by Buckhaven following
completion of the Proposed Transaction, in accordance with the policies of the TSXV; and
• potential completion of the Consolidation of the Buckhaven Shares (ratio to be determined).
Where applicable, th e Proposed Transaction cannot close until the r equired shareholder approval is
obtained. There can be no assurance that the Proposed Transaction will be completed as proposed or at
all.
Sponsorship
Buckhaven intends to make an application for exemption fro m the sponsorship requirements of the TSXV
in connection with the Proposed Transaction ; however, there is no assurance that the TSXV will exempt
Buckhaven from all or part of the applicable sponsorship requirements.
Further Information
Buckhaven will provide further details in respect of the Proposed Transaction in due course by way
of press release. However, Buckhaven will make available to the TSXV, all information including
financial information as required by the TSXV and will provide, in a press release to be disseminated
at a later date, required disclosure.
All information contained in this press release with respect to 125, AG Mining and Buckhaven was supplied
by the parties respectively, for inclusion herein, without independent review by the other party, and each
party and its directors and officers have relied on the other party for any information concerning such other
party.
Investors are cautioned that, except as disclosed in the Filing Statement to be prepared in connection with
the Proposed Transaction, any information released or received with respect to the Proposed 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 TSXV has in no way passed upon the merits of the Proposed Transaction and has neither approved
nor disapproved the contents of this press release.
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For further information:
Buckhaven Capital Corp.
Santo Iacono – President, Chief Executive Officer, Chief Financial Officer, Corporate Secretary, and
Director
Phone: 604-689-1428
1254688 B.C. Ltd.
Fraser Buchan, Director
Phone: 416-473-4099
Ag-Mining Investments, AB
Alberto Morales, Chairman
Notice on Forward Looking Information
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the
TSXV) accepts responsibility for the adequacy or accuracy of this release.
Information set forth in this news release contains forward -looking statements. All state ments, other than
statements of historical fact, are forward-looking statements and are based on expectations, estimates and
projections as at the date of this press release. Any statements that involve discussions with respect to
predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance
are not statements of historical fact and may be forward -looking statements. These statements reflect
management’s current estimates, beliefs, intentions and expectations; they are not guarantees of future
performance, the entering into of the Definitive Agreement or the closing of the Proposed Transaction.
Buckhaven cautions that all forward -looking statements are inherently uncertain and that actual
performance may be aff ected by a number of material factors, many of which are beyond the control of
Buckhaven, 125 and AG Mining . Such factors include, among other things: the receipt of all regulatory
approvals with respect to the Proposed Transaction and listing of the Resulting Issuer Shares on the TSXV;
obtaining all third party consents and corporate approvals necessary to complete the Proposed Transaction,
including approval of the Name Change and the Consolidation, as applicable; the receipt of an exemption
from the TSXV sponsorship requirements; that no adverse material change in the business, affairs, financial
condition or operations of 125, AG Mining and Buckhaven have occurred between the effective date of the
Proposed Transaction and the closing date of the Proposed Transaction; that the Concurrent Financing is
completed; as well as other risks and uncertainties, including those described in Buckhaven’s final
prospectus dated March 22, 2019 filed with the British Columbia Securities Commission, the Alberta
Securities Commission and the Ontario Securities Commission and available on www.sedar.com.
Accordingly, actual and future events, conditions and results may differ materially from the e stimates,
beliefs, intentions and expectations expressed or implied in the forward -looking information. Except as
required under applicable securities legislation, none of Buckhaven, 125 and AG Mining undertake any
obligation to publicly update or revise forward-looking information.