BB1 Acquisition Corp. Announces NAME Change, Share Consolidation and Completion of Qualifying Transaction to Acquire Cerrado GOLD Inc.
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BB1 ACQUISITION CORP. ANNOUNCES NAME CHANGE, SHARE CONSOLIDATION AND
COMPLETION OF QUALIFYING TRANSACTION TO ACQUIRE CERRADO GOLD INC.
FOR IMMEDIATE RELEASE
TORONTO, ONTARIO – February 22, 2021 – BB1 Acquisition Corp. (TSXV: CERT) (the “Resulting
Issuer”) is pleased to announce the completion of its qualifying transaction (the “Transaction”) pursuant
to Policy 2.4 – Capital Pool Companies of the TSX Venture Exchange (the “TSXV”). In accordance with
the pre viously announced definitive agreement dated November 29, 202 0, 2787735 Ontario Inc. , a
wholly-owned subsidiary of the Resulting Issuer , merged with Cerrado G old Inc. (“Cerrado”). The
Transaction was structured as a three-cornered amalgamation, as a result of w hich Cerrado has become a
wholly-owned subsidiary of the Resulting Issuer. As part of the Transaction the Resulting Issuer changed
its name to “Cerrado Gold Corp.”, and intends to complete a vertical short -form amalgamation to
amalgamate itself with Cerrado and carry on under the corporate name “Cerrado Gold Inc.” prior to the
resumption of trading on the TS XV. The Resulting Issuer will issue a subsequent press release once the
date the shares of the Resulting Issuer will begin trading on the TSXV is confirmed.
In connection with the Transac tion, the Resulting Issuer filed Articles of Amendment effective February
18, 2021 , changing its name to “Cerrado Gold Corp. ” and consolidating the common shares of the
Resulting Issuer (the “Common Shares”), on the basis of one (1) post -consolidation Common Share for
every 8.31 pre-consolidation Common Shares (the “Consolidation”). No fractional shares shall be issued
as a result of the Consolidation, and if any fractional share would otherwise result from the Consolidation,
such fractional share shall be rounded down to the nearest whole share.
Related Financings
Prior to the completion of the Transaction, Cerrado completed a concurrent brokered private placement of
subscription receipts (“Subscription Receipts”) led by Cormark Securities Inc. and Haywood Secur ities
Inc. as the co -lead agents (the “ Co-Lead Agents”), and including Stifel Nicolaus Canada Inc. and H.C.
Wainwright & Co., LLC (together with the Co -Lead Agents, the “Agents”) for aggregate gross proceeds
of $15,000,120 (“Subscription Receipt Financing”)
Upon satisfaction of certain escrow release conditions and closing of the Transaction, e ach Subscription
Receipt was automatically exchanged, without payment of any additional consideration, for one (1)
common share of Cerrado (a “ Cerrado Share”). On closing of the Transaction, each Cerrado Share was,
without payment of any additional consideration or taking of any action, subsequently exchanged for one
(1) common share of the Resulting Issuer (a “Resulting Issuer Share”).
In connection with the T ransaction, Cerrado also completed a brokered private placement of special
warrants (“ Special Warrants”) for aggregat e gross proceeds of approximately US$7,076,600 (the
“Special Warrant Financing”). Haywood Securities Inc. (the “ SW Agent”) acted as sole agent in the
Special Warrant Financing. Upon completion of the Transaction, each Special Warrant was deemed to be
exercised for one Cerrado Share . On closing of the Transaction, each Cerrado Share was exchanged for
one Resulting Issuer Share.
For more information about the Transaction, the Subscription Receipt Financing and the Special Warrant
Financing, please refer to the press release s of the Resulting Issuer dated August 4, 2020, August 27,
2020, September 1 4, 2020 , November 3, 2020 and February 1 6, 2021 and the filing statement dated
November 30, 2020 and filed under the Resulting Issuer’s profile on SEDAR at www.sedar.com on
December 2, 2020.
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Post-Closing Capitalization
Pursuant to the Transaction, all securities of Cerrado were exchanged for securities of the Resulting Issuer
at an exchange ratio of one (1) security of the Resulting Issuer for each equivalent security of Cerrado so
exchanged. Upon closing of the Transaction, among other things:
▪ The Resulting Issuer issued to (a) holders of Cerrado Shares issued pursuant to the Subscription
Receipt Financing an aggregate of 11,111,200 Resulting Issuer Shares, (b) holders of Cerrado
Shares issued pursuant to the Special Warrant Financing an aggregate of 8,845,750 Resulting
Issuer Shares and (b) all other holders of common shares in the capital of Cerrado an aggregate of
48,650,688 Resulting Issuer Shares;
▪ The Resulting Issuer issued to holders of common share purchase warrants of Cerrado (“Cerrado
Warrants”) an aggregate of 2,000,000 warrants (“Warrants”) to purchase 2,0 00,000 Resulting
Issuer Shares, with each such Warrant having substantially the same terms , inc luding exercise
price, as the Cerrado Warrants;
▪ The Resulting Issuer issued to holders of outstanding options of Cerrado (“Cerrado Options”) an
aggregate of 4,000,000 options (“Options”) to purchase 4,000,000 Resulting Issuer Shares, with
each such Option hav ing substantially the same terms and economic value as the Cerrado
Options;
▪ The Resulting Issuer issued to holders of restricted share units of Cerrado ( “Cerrado RSUs”) an
aggregate of 6,780,003 restricted share units (“RSUs”) to vest into 6,780,003 Resulting Issuer
Shares, with each such RSUs having substantially the same terms and economic value as the
Cerrado RSUs; and
▪ The Resulting Issuer issued to the Agents and SW Agent (each as defined above) an aggregate of
1,295,412 broker warrants (“Broker Warrants”) to purchase Result ing Issuer Shares , having
substantially the same terms and economic value as the broker warrants issued to the Agents upon
closing of the Subscription Receipt Financing and SW Agent upon closing of the Special Warrant
Financing, respectively.
Following completion of the Transaction, there are 70,545,054 Common Shares , 2,000,000 Warrants,
4,000,000 Options and 6,780,003 RSUs and 1,295,412 Broker Warrants issued and outstanding of the
Resulting Issuer.
Shareholders of the Resulting Issuer approved all matters voted on at the special meeting of shareholders
held on November 23, 2020 . The Common Shares of the Resulting Issuer will trade under the symbol
“CERT” when trading commences, following the issuance by the TSXV of the Final Exchange Bulletin
regarding the Transaction.
Escrowed Securities
Upon completion of the Transaction, an aggregate of 22,609,165 Resulting Issuer Shares , 2,000,000
Warrants, 3,800,000 Options and 4,608,334 RSUs held by “principals” of the Resulting Issuer were held
in escrow pursuant to a value securities escrow agreement (the “Value Escrowed Securities”), whereby
10% of the Value Escrowed Securities will become eligible for release from escrow on the issuance of the
Final Exchange Bulletin (the “Initial Release”). The Resulting Issuer expects to be listed on the TSXV as
a Tier 2 issuer upon receipt of the Final Exchange Bulletin and accordi ngly, an additional 15% of the
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escrowed Resulting Issuer Shares will be released on the dates that are 6 months, 12 months, 18 months,
24 months, 30 months, and 36 months following the Initial Release.
In addition, pursuant to the requi rements of the TSXV, certain “seed share resale restrictions” are
applicable to Resulting Issuer Shares held by a non-“principals” of the Resulting Issuer (“Seed Share
Resale Restricted Shares”). An aggregate of 2,000,000 of such Seed Share Resale Restricted Shares will
be subject the same release schedule as the Value Escrowed Securities.
Lastly, pursuant to the requirements of the TSXV, 1,719,995 Resulting Issuer Shares will be subject to a
value security escrow whereby 10% of the escrowed securities will become eligible for release from
escrow on the issuance of the Initial Release, with the balance subject to the same release schedule as the
Value Escrowed Securities.
About Cerrado Gold Inc.
Cerrado Gold is a gold production and exploration company with gold production derived from its 100%
owned Minera Don Nicolas mine in Santa Cruz province, Argentina. Cerrado Gold is also undertakin g
exploration at its 100% owned Monte Do Carmo project located in Tocantins, B razil. For more
information about Cerrado Gold please visit our website at www.cerradogold.com.
For further information, please contact:
Mark Brennan
Chief Executive Officer and Co-Chairman
Cerrado Gold Corp.
647-796-0023
Disclaimer
This press release contains statements that constitute “forward-looking information ” (collectively, “forward-
looking statements”) within the meaning of the applicable Canadian securities legislation, All state ments, other than
statements of historical fact, are forward -looking sta tements and are based on expectations, estimates and
projections as at the date of this news rele ase. Any statement that discusses predictions, expectations, beliefs, plans,
projections, objectives, assumption s, future events or performance (often b ut not always using phrases such as
“expects”, or “does not expect ”, “is expected ”, “anticipates” or “does not anticipate ”, “plans”, “budget”,
“scheduled”, “forecasts”, “estimates”, “believes” or “intends” or variations of such words and phrases or stating
that c ertain actions, events or results “may” or “could”, “would”, “might” or “will” be taken to occur or be
achieved) are not statements of historical fact and may be forward -looking statements. Forward-looking statements
contained in this press release include, without li mitation, statements regarding the business and operations of the
Resulting Issuer. In making the forward- looking statements contained in this press release, the Resulting Issuer has
made certain assum ptions, including that: all applica ble regulatory approvals for the Transaction will be received.
Although the Resulting Issuer believes that the expectations reflected in forward -looking statements are reasonable,
it can give no assura nce that the expectations of any forward -looking statements will prove to be correct. Known
and unknown risks, uncertainties, and other factors which may cause the actua l results and future events to differ
materially from those expressed or implied by suc h forward-looking statements. Such factors i nclude, but are not
limited to general business, economic, competitive, political and social uncertainties. Accordingly, read ers should
not place undue reliance on the forward -looking statements and information c ontained in this press re lease. Except
as required by l aw, the Resulting Issuer disclaims any intention and assumes no obligation to update or revise any
forward-looking statements to reflect actual results, whether as a result of new information, future events , changes
in assumptions, changes in factors affecting such forward-looking statements or otherwise.
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The TSXV has in no way passed upon the merits of the Transaction and has neither approved nor disapproved the
contents of this press release. Neither the T SXV nor its Regulation Services Provider (as that term is defined in
policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.