Ztr Enters into Definitive Agreement to Acquire Federal GOLD
ZTR ACQUISITION CORP.
Suite 918, 1030 West Georgia Street
Vancouver, British Columbia, V6E 2Y3
NEWS RELEASE
ZTR ENTERS INTO DEFINITIVE AGREEMENT TO ACQUIRE FEDERAL GOLD
September 28, 2020 – Vancouver, British Columbia – ZTR Acquisition Corp. (TSXV: ZTR.H)
(the “Company”) is pleased to announce that it has entered into a definitive amalgamation
agreement, effective September 28, 2020 (the “Definitive Agreement”), with Federal Gold Corp.
(“Federal Gold”).
Terms of the Business Combination
In accordance with the terms of the Definitive Agreement, Federal Gold will amalgamate with a
wholly-owned subsidiary of the Company (the “Business Combination”), following which the
resulting amalgamated entity will continue as a wholly-owned subsidiary of the Company. In
consideration for completion of the Business Combination, all common shareholders of Federal
Gold will be entitled to receive one (1) common share of the Company in exchange for every one
(1) common share of Federal Gold that they hold. The Company anticipates issuing 35,187,000
common shares (the “Consideration Shares”) to complete the acquisition of all of the currently
outstanding securities of Federal Gold. Certain of the Consideration Shares will be subject to
escrow pursuant to the policies of the TSX Venture Exchange (the “Exchange”), in addition to
pooling restrictions that may be negotiated by the parties. In connection with completion of the
Business Combination, it is anticipated that the Company will change its name to “Angold
Resources Ltd.” and will change its ticker symbol to “AAU”.
The Company and Federal Gold are at arms-length and the Business Combination will constitute
a reverse-takeover for the Company under the policies of the Exchange. Following completion of
the Business Combination, it is anticipated that the Company would be listed on the Exchange as
a Tier 2 Mining issuer. Closing of the Business Combination is subject to a number of conditions
including completion of the Concurrent Financing (as defined below), receipt of all required
regulatory and third-party consents, including Exchange approval, and the satisfaction of other
customary closing conditions. The Business Combination cannot close until the required
approvals are obtained. There can be no assurance that the Business Combination will be
completed as proposed or at all. Trading in the common shares of the Company will remain
halted pending further filings with the Exchange.
Approval of the shareholders of the Company will not be required in connection with the Business
Combination, in accordance with Exchange Policy 5.2 – Changes of Business and Reverse
Takeovers, as the Business Combination is not a related party transaction and no other
circumstances exist which may compromise the independence of the Company or other
interested parties. The Company is listed on the NEX board of the Exchange, and shareholder
approval is not required for any aspect of the Business Combination under applicable corporate
or securities laws.
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About Federal Gold
Federal Gold is a widely-held private company which controls the rights to the Uchi, Iron Butte,
Dorado and Cordillera mineral exploration projects located in the Province of Ontario, the State
of Nevada and the Republic of Chile, respectively. Following completion of the Business
Combination, it is anticipated that exploration and development of the Uchi and Dorado projects
will be the primary focus of the Company. The following selected financial information is taken
from the unaudited financial statements of Federal Gold for the three-month period ended July
31, 2020, which are expected to be included in the filing statement being prepared in connection
with the Business Combination:
Total Assets $232,720
Total Liabilities $127,277
Net Loss $5,150
For further information on Federal Gold, readers are encouraged to review the Company’s news
release of August 19, 2020. Additional information on Federal Gold, including current financial
statements, will be filed and posted on SEDAR upon the completion of a filing statement that will
be prepared in connection with the Business Combination.
Concurrent Subscription Receipt Financing
As a condition to completing the Business Combination, the parties intend to complete a non-
brokered private placement financing (the “Concurrent Financing ”) through the issuance of
subscription receipts of Federal Gold at a price of $0.40 per subscription receipt. The Company
has elected to increase the size of the Concurrent Financing from the previously announced
18,750,000 subscription receipts for gross proceeds of $7,500,000 to 20,000,000 subscription
receipts for gross proceeds of $8,000,000. The proceeds of the Concurrent Financing will be held
in escrow, pending the Company receiving all applicable regulatory approvals and completing the
Business Combination. Upon satisfaction of the escrow conditions, immediately prior to
completion of the Business Combination, each subscription receipt will automatically convert into
one common share of Federal Gold for no additional consideration and will be exchanged for
Consideration Shares on a one-for-one basis. If the Business Combination is not completed on
or before December 31, 2020, the Concurrent Financing proceeds will be returned to the
subscribers. Finder’s fees may be payable to arm’s length parties who introduce subscribers to
the Concurrent Financing, in accordance with the policies of the Exchange.
Board of Directors and Management Changes
Following completion of the Business Combination, the board of directors of the Company will be
reconstituted to consist of Adrian Rothwell, Galen McNamara, Brandon Bonifacio and Rony
Zimmerman. Management of the Company will consist of Adrian Rothwell as President and Chief
Executive Officer and Gavin Cooper as Chief Financial Officer and Corporate Secretary. The
following are brief profiles of the proposed members of management and the board of directors:
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Adrian Rothwell, President, Chief Executive Officer and Director
Mining industry entrepreneur and executive for over 25 years. Executive Chairman and Director
of Lucky Minerals Inc. since September 25, 2020 (formerly Director, President and Chief
Executive Officer), Director and Chair of the Audit Committee on Fireweed Zinc Ltd. since
February 14, 2017 and Director of KORE Mining Ltd. since October 30, 2018 (and founder in
February 2016), formerly the President and Chief Executive Officer of KORE Mining Ltd. Adrian
is both a British Columbia Chartered Professional Accountant and a member of the Institute of
Chartered Accountants of Australia and New Zealand. He holds a Bachelor of Economics from
Macquarie University.
Gavin Cooper, Chief Financial Officer and Corporate Secretary
Chartered Accountant with extensive experience in all aspects of corporate and financial
management. Chief Financial Officer & Director at Nevaro Capital Corp., Chief Financial Officer
& Secretary at Gold Bull Resources Corp., Chief Financial Officer & Secretary of Kutcho Copper
Corp. and Chief Financial Officer at District Metals Corp. He is also on the board of Maitri Health
Corp. and Principal at Gavin Cooper & Associates, Member of The Chartered Professional
Accountants of British Columbia and Member of Canadian Institute of Chartered Professional
Accountants. He holds a Bachelors of Accounting (Honors) from the University of South Africa.
Galen McNamara, Director
Entrepreneur and geologist with extensive discovery and capital markets experience over nearly
15 years. Co-winner 2018 PDAC Bill Dennis “Prospector of the Year” Award for the Arrow uranium
deposit and 2016 Mines and Money Exploration Award. Chief Executive Officer and Director of
Summa Silver Corp. since May 8, 2020. Galen holds MSc and BSc degrees in geology from
Laurentian University.
Brandon Bonifacio, Director
Mining executive with expertise in project development, mergers and acquisitions and over 10
years of experience. Formerly finance director of the Norte Abierto Joint Venture (Cerro
Casale/Caspiche) in the Maricunga Region, Chile and member of the corporate development
team at Newmont Corporation (former Goldcorp Inc.). Brandon holds a MASc – Mining
Engineering and MBA from the University of Nevada, Reno and a Bachelor of Commerce from
the University of British Columbia.
Rony Zimmerman, Director
Natural Resources Attorney qualified in Chile and Canada, with a focus on mining projects and
capital markets. Rony is a 13 year partner at a major Chilean law firm and was ranked in
Chambers and Partners, “Who's Who Mining Legal 500 Best Lawyers and Latin Lawyer”. He is
the former Co-President of Natural Resources Committee - International Section of American Bar
Association.
For further information, contact Martin Bajic, President, Chief Executive Officer and Chief
Financial Officer of the Company, at 604.628.5621 or [email protected], or Galen McNamara,
Director of Federal Gold, at 604.288.4968 or [email protected].
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On Behalf of the Board of Directors,
ZTR ACQUISITION CORP.
Martin Bajic, President, Chief Executive Officer and Chief Financial Officer
Phone: 604.628.5621
Fax: 604.662.7950
Completion of the Business Combination is subject to a number of conditions, including Exchange acceptance. There
can be no assurance that the Business Combination will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the filing statement to be prepared in connection with the Business
Combination, any information released or received with respect to the Business Combination may not be accurate or
complete and should not be relied upon. Trading in the securities of the Company should be considered highly
speculative.
The TSX Venture Exchange has in no way passed upon the merits of the Business Combination and has neither
approved nor disapproved the contents of this press release. Neither the TSX Venture Exchange nor its Regulation
Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the
adequacy or accuracy of this release.
This news release may include forward-looking statements that are subject to risks and uncertainties. All statements
within, other than statements of historical fact, are to be considered forward looking. Although the Company believes
the expectations expressed in such forward-looking statements are based on reasonable assumptions, such
statements are not guarantees of future performance and actual results or developments may differ materially from
those in forward-looking statements. There can be no assurances that such statements will prove accurate and,
therefore, readers are advised to rely on their own evaluation of such uncertainties. We do not assume any obligation
to update any forward-looking statements except as required under the applicable laws.