Enters into Definitive Agreement FOR Qualifying Transaction with Amaucu Mining Corporation
CHAINODE OPPORTUNITIES CORP.
ENTERS INTO DEFINITIVE AGREEMENT FOR QUALIFYING TRANSACTION WITH
AMAUCU MINING CORPORATION
Not for distribution to United States news wire services or for dissemination in the United States.
Calgary, Alberta – August 19, 2019 – ChaiNode Opportunities Corp. ("ChaiNode") (TSXV: CXD.P) is
pleased to announce that, further to its news release dated May 7, 2019, it has entered into a definitive
business combination agreement dated August 16, 2019 (the "Business Combination Agreement") with
AmAuCu Mining Corporation (" AmAuCu") in connection with the proposed business combination of
ChaiNode and AmAuCu, which transaction (the " Qualifying Transaction ") is intended to constitute
ChaiNode's "Qualifying Transaction" (within the meaning of Policy 2.4 – Capital Pool Companies of the
TSX Venture Exchange (the "Exchange")).
The Business Combination Agreement provides for, among other things, a three -cornered amalgamation
(the "Amalgamation") pursuant to which (i) AmAuCu will amalgamate with a wholly-owned subsidiary
of ChaiNode, to be incorporated for the purposes of the Amalgamation, pursuant to the provisions of the
Canada Business Corporations Act , (ii) all of the outstanding common shares of AmAuCu (each, an
"AmAuCu Share") will be cancelled and, in consideration therefor, the holders thereof will receive post-
consolidation (as described below) common shares of ChaiNode (each, a " ChaiNode Share ") on the
basis of one AmAuCu Share for one ChaiNode Share, and (iii) the amalgamated corporation w ill become
a wholly-owned subsidiary of ChaiNode. After giving effect to the A malgamation, the shareholders of
AmAuCu will collectively exercise control over ChaiNode.
Prior to completion of the Amalgamation, it is intended that ChaiNode will effect a con solidation of the
outstanding ChaiNode Shares on the basis of one post -consolidation share for every 10.8 pre -
consolidation shares (the "Consolidation") and change its name to " Dore Copper Mining Corp." or such
other name as agreed to by ChaiNode and AmAuCu and accepted by the applicable regulatory authorities
(the "Name Change"). Following completion of the Amalgamation, ChaiNode is expected to continue
under the Canada Business Corporations Act (the "Continuance").
Completion of the proposed Qualifying Transaction is subject to, among other things, receipt of all
necessary regulatory and shareholder approvals.
About AmAuCu
AmAuCu is a private corporation incorporated under the Canada Business Corporations Act on April 11,
2017 and is engaged in the acquisition, exploration and evaluation of mineral properties.
AmAuCu, through its wholly -owned subsidiary CBAY Minerals Inc., holds a 100% interest in the
exploration-stage Corner Bay Project and the exploration- stage Cedar Bay Project, both located in the
vicinity of Chibougamau, Quebec. The Corner Bay Project has a n indicated resource o f 1 .35 Mt at
average grades of 3.01% Cu and 0.29 g/t Au, containing 89.8 Mlb of copper and 13,000 ounces of gold,
and an inferred resource of 1.66 Mt at average grades of 3.84% Cu and 0.27 g/t Au, containing 140.3 Mlb
of copper and 15,000 ounces of gold, assuming a cut-off grade of 1.5% Cu and a copper price of US$3.25
per pound. T he Cedar Bay Project has an indicated resource of 130 kt at average grades of 9.44 g/t Au
and 1.55% Cu, containing 39,000 ounces of gold and 4.4 Mlb of copper, and an inferred resource of 230
kt at average grades of 8.32 g/t Au and 2.13% Cu, containing 61,000 ounces of gold and 10.8 Mlb of
copper, assuming a cut -off grade of 2.9 g/t Au and a gold price of US$1,400 per ounce. AmAuCu 's drill
program has been successful at expanding the resources at the Corner Bay Project and confirming three
high grade veins at the shaft bottom depth at the Cedar Bay Project. Both deposits are open along strike
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and down di p. Both the Corner Bay Project and the Cedar Bay Project are accessible by road and are
approximately 20 km apart. Mineralization from both the Corner Bay Project and the Cedar Bay Project
would be treated at AmAuCu's Copper Rand mine property located 8 km west of Chibougamau, Quebec.
The mineral resource estimates were prepared by Luke Evans, M.Sc., P.Eng., of Roscoe Postle Associates
Inc., an independent "Qualified Person" within the meaning of National Instrument 43- 101, and have an
effective date of December 31, 2018. A technical report in support of the mineral resource estimates
described herein and prepared in accordance with National Instrument 43- 101 will be filed on SEDAR
within 45 days from the date of this news release.
As of the date hereof, the re are 19,222,857 AmAuCu Shares outstanding. The following persons own,
control or direct 10% or more of the outstanding AmAuCu Shares:
Name Number of AmAuCu Shares
Percentage of Outstanding
AmAuCu Shares
Ocean Partners Investments
Limited
5,920,000 30.80%
OMF Fund II (Be) Ltd. 2,840,000 14.77%
RCF Opportunities L.L.C. 2,840,000 14.77%
Mario Stifano 2,650,000 13.79%
Ewan Downie 2,100,000 10.92%
Summary of Financial Information
A summary of certain financial information for AmAuCu, as well as AmAuCu's recently acquired
wholly-owned subsidiary, CBAY Minerals Inc., disclosed in accordance with Exchange policies, is
included in the tables below:
AmAuCu Mining Corporation
Three months ended
March 31, 2019
(Unaudited)
Year ended
December 31, 2018
(Audited)
Year ended
December 31, 2017
(Audited)
($) ($) ($)
Operations
Exploration and evaluation 174,664 2,968,254 2,707,691
Consulting 50,001 341,217 178,907
General and administrative 123,597 245,585 79,487
Share-based compensation 54,689 201,425 118,294
Loss from operations for the period (430,119) (3,756,481) (3,084,379)
Balance Sheet
Total assets 279,715 196,907 1,811,735
Total liabilities 1,286,306 828,068 472,840
Total equity (1,006,591) (631,161) 1,338,895
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CBAY Minerals Inc.
Nine months ended
March 31, 2019
(Unaudited)
Year ended
June 30, 2018
(Audited)
Year ended
June 30, 2017
(Audited)
($) ($) ($)
Operations
Exploration and evaluation 1,908 103,011 946,671
General and administrative 48,250 116,032 573,285
Loss from operations for the period (50,158) (219,043) (1,519,956)
Balance Sheet
Total assets 114,747 116,565 428,102
Total liabilities 109,976 61,535 114,129
Total equity 4,771 54,930 313,973
Further financial information will be included in the filing statement to be prepared in connection with the
Qualifying Transaction.
Terms of the Proposed Qualifying Transaction
Pursuant to the Amalgamation, among other things, (i) holders of AmAuCu Shares will receive one post -
Consolidation ChaiNode Share for each one AmAuCu Share held immediately prior to the Amalgamation
(the "Exchange Ratio "); and (ii) holders of options and w arrants to purchase AmAuCu Shares will
receive from ChaiNode , options or warrant s, as applicable, to purchase the same number of post -
Consolidation ChaiNode Shares at the same exercise price per share as previously provided for in the
former AmAuCu securities, reflecting the Exchange Ratio.
As the proposed Qualifying Transaction is not a "Non- Arm's Length Qualifying Transaction" (within the
meaning of Policy 2.4 of the Exchange), the Amalgamation does not require approval of the shareholders
of ChaiNode (t he "ChaiNode Shareholders"). However, the Consolidation, the Name Change and the
Continuance will require the approval of ChaiNode Shareholders by special resolution at an annual and
special meeting of ChaiNode Shareholders (the " ChaiNode Meeting") to be held on August 21, 2019,
prior to the completion of the proposed Qualifying Transaction. Further details with respect to the matters
to be approved at the ChaiNode Meeting are contained in the information circular prepared in connection
with ChaiNode Meeting which is available for review on ChaiNode's SEDAR profile at www.sedar.com.
Upon completion of the Qualifying Transaction, it is expected that ChaiNode will be a Tier 2 mining
issuer pursuant to the policies of the Exchange.
Based on the number of AmAuCu Shares outstanding as of the date hereof, and assuming the exchange of
each AmAuCu Subscription Receipt (as defined below) for one AmAuCu Share and one -half of one
common share purchase warrant of AmAuCu prior to the Amalgamation, there would be a mini mum of
approximately 23,902,390 post -Consolidation ChaiNode Shares and a maximum of approximately
27,079,652 post -Consolidation ChaiNode Shares outstanding upon completion of the Qualifying
Transaction, on a non- diluted basis, assuming that the Agents' Opt ion (as defined below) has not been
exercised. On completion of the Qualifying Transaction, the current ChaiNode Shareholders would hold
an aggregate of approximately 833,333 post-Consolidation ChaiNode Shares, representing approximately
3.49% of the minim um number of post -Consolidation ChaiNode Shares and approximately 3.08% of the
maximum number of post -Consolidation ChaiNode Shares, the current shareholders of AmAuCu (the
"AmAuCu Shareholders") would hold an aggregate of 19,222,857 post-Consolidation ChaiNode Shares,
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representing approximately 80.42% of the minimum number of post -Consolidation ChaiNode Shares and
approximately 70.99% of the maximum number of post-Consolidation ChaiNode Shares, and investors in
the AmAuCu Private Placement (as defined belo w) would hold an aggregate of a minimum of
approximately 3,846,200 post -Consolidation ChaiNode Shares and a maximum of approximately
7,023,462 post -Consolidation ChaiNode Shares, representing approximately 16.09% of the minimum
number of post -Consolidation ChaiNode Shares and approximately 25.94% of the maximum number of
post-Consolidation ChaiNode Shares, in each case assuming that the Agents' Option (as defined below)
has not been exercised.
AmAuCu Private Placement
Prior to the completion of the Qualifyi ng Transaction, AmAuCu is expected to complete a brokered
private placement through Canaccord Genuity Corp. and BMO Nesbitt Burns Inc., as agents (the
"Agents"), of a minimum of 3,846,200 subscription receipts ("AmAuCu Subscription Receipts") and a
maximum of 7,023,462 AmAuCu Subscription Receipts at a price of $1.30 per AmAuCu Subscription
Receipt (the " Offering Price") for aggregate gross proceeds to AmAuCu of a minimum of $5,000,060
and a maximum of $9,130,500, plus up to an additional 15% of the number of AmAuCu Subscription
Receipts issuable under the private placement pursuant to an option (the "Agents' Option") granted to the
Agents (the "AmAuCu Private Placement").
The AmAuCu Subscription Receipts will be created and issued pursuant to the te rms of a subscription
receipt agreement (the "Subscription Receipt Agreement") between Computershare Trust Company of
Canada, as subscription receipt agent (the "Subscription Receipt Agent"), AmAuCu, ChaiNode and the
Agents. Each AmAuCu Subscription Receip t will be automatically converted , without payment of
additional consideration or further action by the holder thereof, into one unit comprised of one AmAuCu
Share and one -half of one common share purchase warrant of AmAuCu (each whole common share
purchase warrant, an " AmAuCu Warrant"), subject to adjustment in certain events, immediately before
the completion of the Qualifying Transaction upon the satisfaction or waiver of the Escrow Release
Conditions (as defined in the Subscription Receipt Agreem ent) at or before 5:00 p.m. (Vancouver time)
on October 31, 2019 (the "Escrow Release Deadline"). Each AmAuCu Warrant will entitle the holder
thereof to acquire one AmAuCu Share at a price of $1.95 per AmAuCu Share at any time on or before the
date which is 24 months after the closing date of the AmAuCu Private Placement, subject to adjustment
in certain events.
In consideration for their services in connection with the AmAuCu Private Placement, AmAuCu is
required to pay the Agents a cash commission equal to 7.0% of the aggregate gross proceeds from the sale
of the AmAuCu Subscription Receipts, 50% of which commission will be paid on the closing date of the
AmAuCu Private Placement and the remaining 50% of which commission will be deposited in escrow.
As additional consideration for the services of the Agents, the Agents will be granted non -transferable
broker warrants of AmAuCu (the " AmAuCu Broker Warrants") equal to 7% of the aggregate number
of AmAuCu Subscription Receipts issued, including those AmAuCu S ubscription Receipts issued in
respect of the Agents' Option. Each AmAuCu Broker Warrant is exercisable to acquire one AmAuCu
Share at a price of $1.30 per AmAuCu Share at any time on or before the date which is 24 months after
the date of closing of the Q ualifying Transaction. A reduced cash commission is payable and a reduced
number of AmAuCu Broker Warrants are issuable in respect of the sale of AmAuCu Subscription
Receipts to purchasers identified by AmAuCu to the Agents.
Upon closing of the AmAuCu Priv ate Placement, t he aggregate gross proceeds of the AmAuCu Private
Placement, less 50% of the cash commission and less the full amount of the Agents' expenses incurred up
to and as of the closing date of the AmAuCu Private Placement, the corporate finance f ee and certain
other administrative fees, will be dep osited in escrow with the Subscription Receipt Agent pending
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satisfaction or waiver of the Escrow Release Conditions, in accordance with the provisions of the
Subscription Receipt Agreement. Unless the r equisite approval is obtained pursuant to and in accordance
with the terms of the Subscription Receipt Agreement, if the Escrow Release Conditions are not satisfied
at or before the Escrow Release Deadline, each of the then issued and outstanding AmAuCu Subscription
Receipts will be cancelled and the Subscription Receipt Agent will return to each holder of AmAuCu
Subscription Receipts an amount equal to the aggregate Offering Price of the AmAuCu Subscription
Receipts held by such holder plus an amount equal to the holder's pro rata share of any interest or other
income earned on the escrowed funds (less applicable withholding tax, if any). To the extent that the
escrowed funds are insufficient to refund such amounts to each holder of the AmAuCu Subscription
Receipts, AmAuCu shall be liable for and will contribute such amounts as are necessary to satisfy the
shortfall.
It is intended 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 l aw, 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 United States nor shall t here be any sale of the
securities in any State in which such offer, solicitation or sale would be unlawful.
Conditions to Completion of the Qualifying Transaction
Completion of the proposed Qualifying Transaction is subject to a number of conditions prece dent,
including, but not limited to, (i) acceptance by the Exchange and receipt of other applicable regulatory
approvals; (ii) completion of the AmAuCu Private Placement; (iii) receipt of the requisite approval of
ChaiNode Shareholders of the Consolidation, the Name Change and the Continuance; and (iv) receipt of
the requisite approval of AmAuCu Shareholders of the Amalgamation. There can be no assurance that the
Qualifying Transaction will be completed as proposed or at all.
AmAuCu intends to apply to the Exchange for an exemption from the sponsorship requirements for the
Qualifying Transaction based upon the AmAuCu Private Placement and/or other exemptions available in
Exchange policies.
Proposed Directors and Senior Management Team
Upon the closing of the Qualifying Transaction, it is anticipated that Frank Balint, Joseph de la Plante,
Sara Heston, Matt Manson, Ernest Mast, Brent Omland and Mario Stifano will constitute the Board of
Directors of ChaiNode. It is also anticipated that the new senior managem ent team of ChaiNode will be
comprised of Ernest Mast (President and Chief Executive Officer), Gavin Nelson (Chief Financial
Officer) and Mario Stifano (Executive Chairman). A Corporate Secretary will be selected prior to the
closing of the Qualifying Transaction and information respecting the Corporate Secretary will be included
in a subsequent news release.
The following are brief resumes of the currently proposed directors and senior officers of ChaiNode
following the Qualifying Transaction:
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Ernest Mast, Proposed President and Chief Executive Officer
Ernest Mast has 30 years of experience in various technical and executive roles in the mining industry,
across a wide range of commodities, geographies and development stages. Currently the President and
Chief Operating Officer of AmAuCu, Mr. Mast previously held the positions of President and C hief
Executive Officer at Primero Mining Corp., V ice-President of Corporate Development at Copper
Mountain Mining Corporation, Vice-President of Operations at New Gold Inc. and President and CEO of
Minera Panama S.A., Inmet Mining Corporation's subsidiary, developing the $6B Cobre Panama project.
Mr. Mast began his career with Noranda Inc. and its affiliates, where he took on roles of increasing
responsibility over a 20 year timeframe. Mr. Mast is a member of the l’ordre des ingénieurs du Québec
and has Bachelors and Masters degree s in metallurgical engineering from McGill University . Mr. Mast
also received post-secondary business training at Henley College in the UK and the Universidad Catolica
in Chile.
Gavin Nelson, Proposed Chief Financial Officer
Gavin Nelson has over 15 years of finance experience in public practice and corporate accounting and
reporting, including being responsible for all le vels of financial reporting and day- to-day accounting
oversight for several public mining exploration companies. Mr. Nelson has held a number of financial
oversight positions in mineral exploration companies, including Chief Financial Officer of Mexican Go ld
Corp. Mr. Nelson is a member in good standing of the Chartered Professional Accountants of Ontario.
Mr. Nelson holds a Bachelor of Administrative and Commercial Studies (Finance), with a minor in
Political Science, from the University of Western Ontario.
Mario Stifano, Proposed Executive Chairman
Mario Stifano is a seasoned mining executive and Chartered Professional Accountant with over 16 years
of experience working with exploration, development and producing mining companies. Mr. Stifano is
currently the Chief Executive Officer of AmAuCu. Mr. Stifano has held a number of senior executive
positions including Chief Executive Officer of Cordoba Minerals Corp., Executive Chairman with Mega
Precious Metals Inc., Vice Pres ident and Chief Financial Officer with Lake Shore Gold Corp Inc., and
Vice President and Chief Financial Officer of Ivernia Inc. Mr. Stifano has been instrumental in raising
over $700 million to explore and fund mining projects, including raising over $500 million at Lake Shore
Gold Corp Inc., to develop three gold mines which are currently producing over 180,000 ounces of gold
annually, and are now part of the Canadian assets within Tahoe Resources Inc.
Frank Balint, Proposed Director
Frank Balint is a seasoned mining executive with over 35 years of broad ranging experience in the mining
industry. Mr. Balint has been involved in all aspects of the mining life cycle from exploration, discovery,
delineation and estimation of reserves, feasibility, financing , acquisition, development and closure. Mr.
Balint possesses strong technical skills backed up by solid financial experience that has resulted in a
strong exploration and acquisition track record. As a senior member of the executive team at Inmet
Mining Co rp. for nearly 20 years, Mr. Balint has had significant involvement with shaping,
communicating, winning board support and executing a successful corporate strategy that saw Inmet
Mining Corp. grow from a market cap of less than $200 million to over $5 bil lion when it was purchased
by First Quantum Minerals Ltd. in March 2013. Mr. Balint was also a former director of Wolfden
Resources Inc., a TSX listed company which was sold to Zinifex in 2007 for $363 million. Mr. Balint is a
licensed professional geologist (P. Geo) in Ontario.
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Joseph de la Plante, Proposed Director
Joseph de la Plante serves as Vice President, Corporate Development for Osisko Gold Royalties, where
he is responsible for leading Osisko' s corporate development activities, including the sour cing
and execution of acquisitions and equity, royalty and streamin g investments since the company's creation
in June 2014. Prior to this, Mr. de la Plante held the position of Senior Advisor, Investment and Corporate
Development of Osisko Mining Corporation since November 2010, where he played a key role in the
company's investor relations and corporate development efforts until the company's acquisition by Agnico
Eagle and Yamana in 2014. Before joining Osisko in 2010, Mr. de la Plante was an Ana lyst in BMO
Capital Markets' Global Metals & Mining Investment Banking Group in Toronto. Mr. de la Plante also
currently serves as a director of Aquila Resources Inc. and is member of the board of directors of
L'Association de l 'exploration minière du Québec. Mr. de la Plante holds a Bachelor of Mechanical
Engineering from McGill University.
Sara Heston, Proposed Director
Sara Heston was Vice President of Investments at ASA Gold and Precious Metals Limited from January
2010 through March 2019. Prior to join ing ASA, Ms. Heston was an analyst with White River
Investments for three years. P rior to that, Ms. Heston spent three years as a technology analyst with
Spinner Asset Management. Ms. Heston has been a director of the Denver Gold Group, Inc . since
December 2017. Ms. Heston holds a BA in Economics from Vanderbilt University and an MBA from
Columbia University.
Matt Manson, Proposed Director
Matt Manson has over 25 years of international mining experience and has an accomplished background
in all aspects of the mining business including: exploration, permitting, mine development, financing,
operations, as well as debt and equity markets. Mr. Manson has experience in operations (open pit and
underground mines) across multiple jurisdictions. Mr. Manson's explor ation and mine operation
experience covers a range of commodities, including gold, base metals (copper and zinc) and diamonds.
Mr. Manson has recently been appointed as the President and Chief Executive Officer of Marathon Gold
Corporation. Prior to this a ppointment, Mr. Manson was at the forefront of raising C$900 million and
building (on time and under budget) Quebec's first diamond mine as President and Chief Executive
Officer of Stornoway Diamond Corporation. Prior to his 10 years with Stornoway Diamond Corporation,
Mr. Manson was President and Chief Executive Officer of Contact Diamond Corporation (a 40%
subsidiary of Agnico-Eagle Mines Limited) and President and Chief Executive Officer of Ashton Mining
of Canada Inc., both predecessor companies of Stor noway. Mr. Manson holds a Bachelor of Science
degree in Geophysics from the University of Edinburgh and an MSc and PhD in Geology both from the
University of Toronto.
Brent Omland, Proposed Director
Brent Omland has served as the Chief Financial Officer and a Director of Ocean Partners Holdings
Limited, an international base and precious metals trader since 2013 . Before joining Ocean Partners
Holdings Limited in 2013, Mr. Omland was the Chief Financial Officer for Ivernia Inc. and Enirgi Metals
Group, companies focused on lead mining and secondary lead smelting in Australia. Mr. Omland also
worked in finance roles for Teck Cominco. Mr. Omland is a graduate of the University of British
Columbia (Commerce) and a Canadian Chartered Accountant with over 15 years of experience in the
mining, metals and trading business.
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Qualified Person
The technical information contained in this news release has been reviewed and approved by Luke Evans,
M.Sc., P.Eng., of Roscoe Postle Associates Inc., an independent "Qualified Person" within the meaning of
National Instrument 43-101.
Cautionary Note Regarding Forward-Looking Statements
This news release includes certain "forward -looking statements" under applicable Canadian securitie s
legislation. Forward-looking statements include, but are not limited to, statements with respect to: the
terms and conditions of the proposed Qualifying Transaction; the terms and conditions of the proposed
AmAuCu Private Placement; use of proceeds from the AmAuCu Private Placement ; and the business and
operations of ChaiNode after the proposed Qualifying T ransaction. 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 board, shareholder or 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, as 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.
Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange
acceptance and if applicable pursuant to Exchange Requirements, majority of the minority shareholder
approval. Where applicable, the transaction cannot close until the required shareholder approval is
obtained. 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 management information circular or filing
statement to be prepared in connection with the t ransaction, 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 news release.
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]