War Eagle Signs Definitive Amalgamation Agreement to Acquire Champagne Resources Limited
TSXV:WAR CUSIP. No. 933901209
War Eagle Signs Definitive Amalgamation Agreement to
Acquire Champagne Resources Limited
Vancouver, British Columbia – January 30, 2018 - War Eagle Mining Company Inc. (TSXV - WAR)
(“War Eagle” or the “Company”), its wholly owned subsidiary and Champagne Resources Limited
(“Champagne”) are pleased to announce that they hav e entered into a definitive agreement (the
“Amalgamation Agreement”) dated January 15, 2018. Champagne, a Toronto-based private company,
has a significant land position in the world-class Kirkland Lake gold camp in the Abitibi greenstone belt
eight kilometres from the town centre of Kirk land Lake, Ontario. The Amalgamation Agreement was
entered into pursuant to a preceding letter agreement between War Eagle and Champagne announced
on January 3, 2018.
Champagne's significant 3,296 hectare land position in t he Kirkland Lake Gold Camp in combination with
War Eagle’s financial assets will enable the new company to immediately implement the first stage of a
comprehensive exploration program.
Paul Carroll, CEO of War Eagle co mmented, “This transaction is ideal for both parties - it combines a
superb, newly amalgamated land position with critic al exploration capital and a first-class management
team."
Danièle Spethmann, Champagne’s CEO stated, "We are pleased to hav e received significant support
from Champagne shareholders for this transaction and we look forward to commencing exploration
activities on our Goodfish Kirana project. We plan to immediately assay existing drill cores and to
undertake airborne and ground geophysics as well as further drilling on identified targets.”
The Amalgamation Agreement provides that, among other things, Champagne will amalgamate with War
Eagle’s wholly-owned subsidiary, and that Champagne shareholders will receive shares of War Eagle
instead of shares of the amalgam ated company. War Eagle will iss ue one common share of War Eagle
for each post-consolidation Champagne share held such that the existing shar eholders of War Eagle on
the completion of the amalgamation will own approxim ately 50% of the outstandi ng shares of War Eagle
and the shareholders of Champagne will own the remaini ng 50%. As a condition of the amalgamation,
Champagne will consolidate its shares on a 2.6734:1 basis. The amalgamated company, which will be
called “Champagne Resources Limited”, will continue as a wholly-owned subsidiary of War Eagle.
Outstanding Champagne share purchase warrants and options, will be converted into War Eagle
securities such that 6,086,046 share purchase warrants and stock options to purchase 1,215,659
common shares will be issued. As a result, on t he completion of the amal gamation, the outstanding
share capital of War Eagle will be approximately 43,980,552 common shares on a non-diluted basis.
The TSX Venture Exchange (“TSXV”) has granted conditi onal approval of War Eagle’s transaction with
Champagne. Before closing the amalgamation, as a condition to final TSXV approval, War Eagle will file
a National Instrument 43-101 technical report on Champagne’s 100% owned Goodfish Kirana Project at
Kirkland Lake.
Completion of the transaction is conditional upon, among other things, receipt of Champagne shareholder
approval. Champagne will be holding a special meeting of its shareholders on February 8, 2018, at which
its shareholders will vote on the amalgamation and approv al of the Amalgamation Agreement, as well as
a share consolidation which is a pre-condition to the amalgamation. Champagne has received voting
support agreements in favour of the amalgamat ion and share consolidation from shareholders
representing 67.2% of Champagne’s outstanding shares.
TSXV:WAR CUSIP. No. 933901209
Danièle Spethmann, P. Geo., President and CEO of Champagne, is a “qualified person” within the
meaning of National Instrument 43-101 and has review ed and approved the technical information in this
news release.
For additional information please contact:
War Eagle Mining Company Inc.
Champagne Resources Limited
Paul A. Carroll Q.C.
Chairman, President and CEO
416-703-9120
Danièle Spethmann, P.Geo.
President and CEO
(647) 344-3433
Email: [email protected]
Website: www.wareaglemining.com
Email: www.champagneresources.com
Website: www.champagneresources.com
This news release was prepared by management of Wa r Eagle, which takes full responsibility for its
contents as it relates to War Eagle. Informat ion about Champagne Resources Limited has been provided
by Champagne.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the
policies of the TSX Venture Exchange) accepts re sponsibility for the adequacy or accuracy of this
release.
Forward-Looking Statements: This press release contains forward-looking statements. Forward-looking
statements are frequently characteri zed by words such as "plan", "expect", "project", "intend",
"believe", “anticipate", "estimate", "may", "will", "would", "potential", "proposed" and other similar words, or
statements that certain ev ents or conditions "may" or "will" occu r. The forward-looking statements are
based on certain key expectations and assumptions made by the Company. Although War Eagle
believes that the expectations and assumptions on wh ich the forward-looking statements are based are
reasonable, undue reliance should not be placed on the forward-looking statements because War Eagle
can give no assurance that they will prove to be co rrect. Since forward-looking statements address future
events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results
could differ materially from those currently antici pated due to a number of factors and risks. In addition to
other risks that may affect the forward-looking statements in this press release are those set out in the
Company’s management discussion and analysis of the financial condition and results of operations for
the year ended March 31, 2017 and the second quarter ended September 30, 2017, which are available
at www.sedar.com. The forward-look ing statements contained in this pr ess release are made as of the
date hereof and War Eagle undertakes no obligation to update publicly or revise any forward-looking
statements or information, whether as a result of new information, fu ture events or otherwise, unless so
required by applicable securities laws.