Announces TSXV Conditional Acceptance and Filing of Filing Statement FOR Its Qualifying Transaction
CHAINODE OPPORTUNITIES CORP.
ANNOUNCES TSXV CONDITIONAL ACCEPTANCE AND FILING OF FILING
STATEMENT FOR ITS QUALIFYING TRANSACTION
Not for distribution to United States news wire services or for dissemination in the United States.
Calgary, Alberta – December 2, 2019 – ChaiNode Opportunities Corp. ("ChaiNode") (TSXV:
CXD.P) is pleased to announce that it has received conditional acceptance from the TSX Venture
Exchange (" TSXV") for the closing of its proposed qualifying transaction ( the " Qualifying
Transaction") with AmAuCu Mining Corporation ("AmAuCu") and has filed its filing statement
in connection with the Qualifying Transaction (the "Filing Statement").
Further to its comprehensive news release dated August 16, 2019, ChaiNode will acquire all of the
issued and outstanding securities of AmAuCu by way of a three-cornered amalgamation whereby
AmAuCu will amalgamate with a wholly-owned subsidiary of ChaiNode. In connection with the
Qualifying Transaction, ChaiNode will change its name to Doré Copper Mining Corp (" Doré
Copper"). It is anticipated that the common shares of Doré Copper will trade under the ticker
"DCMC".
The completion of the Qualifying Transaction is s ubject to a number of conditions including, but
not limited to, receipt of all required regulatory approvals, including final TSXV acceptance, and
satisfaction of other customary closing conditions. Assuming all conditions for closing are
satisfied, closing of the Qualifying Transaction is expected to occur on or about December 12,
2019, or such other date as ChaiNode and AmAuCu may determine.
In connection with the Qualifying Transaction, on November 4, 2019, AmAuCu c ompleted its
previously announced private placement of 3,861,983 subscription rec eipts (" Subscription
Receipts") at a price of C$1.30 per Subscription Receipt for aggregate gross proceeds of
C$5,020,578 (the "AmAuCu Private Placement "). Each Subscription Receipt issued under the
AmAuCu Private Placement will be automatically converted , without payment of additional
consideration or any further action by the holder thereof , into one unit of AmAuCu (a " Unit"),
with each Unit comprised of one common share of AmAuCu (a "Common Share") and one half
of one common share purchase warrant of AmAuCu (each whole common share purchase warrant,
a " Warrant"), immediately before the completion of the Qualifying Transaction upon the
satisfaction or waiver of certain escrow release conditions at or before 5:00 p.m. (Vancouver time)
on December 20, 2019. Each Warrant will entitle the holder thereof to acquire one Common Share
at a price of C$1.95 per Common Share at any time on or before November 4, 2021, subject to
adjustment in certain events.
The AmAuCu Private Placement was carried out pursuant to the terms of an agency agreement
dated November 4, 2019 among AmAuCu, ChaiNode, Canaccord Genuity Corp. and BMO Nesbitt
Burns Inc. (the "Agents").
In consideration for their services in connection with the AmAuCu Private Placement, AmAuCu
is required to pay the Agents a cash commission equal to 7% of the aggregate gross proceeds from
the sale of the Subscription Receipts, 50% of which commission was paid on the closing date of
the AmAuCu Private Placement and the remaining 50% of which commission was deposite d in
escrow. As additional consideration for the services of the Agents, the Agents will be granted non-
transferable broker warrants of AmAuCu (the "Broker Warrants") equal to 7% of the aggregate
number of Subscription Receipts issued. Each Broker Warrant will be exercisable to acquire one
Common Share at a price of C$1.30 per Common Share at any time on or before the date which is
24 months after the date of closing of the Qualifying Transaction. A reduced cash commission is
payable and a reduced number of Broker Warrants are issuable in respect of the sale of AmAuCu
Subscription Receipts to purchasers identified by AmAuCu to the Agents.
It is anticipated that the net proceeds from the AmAuCu Private Placement will be used for the
exploration and development of AmAuCu's Corner Bay Project and Cedar Bay Project and general
working capital following completion of the Qualifying Transaction.
The securities offered have not been registered under the United States Securities Act of 1933, as
amended, or any state securities law, and may not be offered or sold in the United States absent
registration or an exemption from such registration requirements. This news release shall not
constitute an offer to sell or the solicitation of an offer to buy in the Unite d States nor shall there
be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful.
For further information regarding the Qualifying Transaction and the AmAuCu Private Placement,
please see the Filing Statement , which is available under ChaiNode's profile on SEDAR at
www.sedar.com.
Cautionary Note Regarding Forward-Looking Statements
This news release includes certain "forward -looking statements" under applicable Canadian
securities legislation. Forward-looking statements include, but are not limited to, statements with
respect to the terms, conditions and timing of the proposed Qualifying Transaction, the parties’
ability to satisfy closing conditions and receive necessary ap provals, including final TSXV
acceptance, and the use of the net proceeds from the AmAuCu Private Placement. Forward-
looking statements are necessarily based upon a number of estimates and assumptions that, while
considered reasonable, are subject to known and unknown risks, uncertainties and other factors
which may cause the actual results and future events to differ materially from those expressed or
implied by such forward-looking statements. Such factors include, but are not limited to: general
business, economic, competitive, political and social uncertainties; delay or failure to receive
regulatory approvals; the price of gold and copper; and the results of current exploration. There
can be no assurance that such statements will prove to be accurate, a s actual results and future
events could differ materially from those anticipated in such statements. Accordingly, readers
should not place undue reliance on forward-looking statements. ChaiNode and AmAuCu disclaim
any intention or obligation to update or revise any forward-looking statements, whether as a result
of new information, future events or otherwise, except as required by law.
For further information, please contact:
ChaiNode Opportunities Corp.
Kenneth DeWyn
President, Chief Executive Officer and Chief Financial Officer
Phone: (403) 690-5387
Email: [email protected]
AmAuCu Mining Corporation
Ernest Mast
President
Phone: (647) 921-0501
Email: [email protected]
Neither TSX Venture Exchange 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 news release.