390 B.C. Ltd. Announces Update on Proposed Business Combination Transaction with NiCAN Limited
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390 B.C. Ltd. Announces Update on
Proposed Business Combination Transaction with NiCAN Limited
Not for distribution to United States news wire services or for dissemination in the United States.
Toronto, Ontario – July 4, 2022 – 1287390 B.C. Ltd. (“390”) announces that further to its press release of March
3, 2022, 390 has entered into an amending agreement dated June 29, 2022 (the “Amending Agreement”) with
NiCAN Limited (“NiCAN”) to amend certain terms of the definitive amalgamation agreement dated March 3,
2022 (the “Amalgamation Agreement”) between 390 and NiCAN, as described below.
The Transaction
Pursuant to the Amalgamation Agreement, 390 will amalgamate with NiCAN and continue as one corporation
(the “Transaction”), being the “Resulting Issuer”. As a result of the Transaction, the securityholders of NiCAN
and 390 will become securityholders of the Resulting Issuer. Upon completion of the Transaction, the Resulting
Issuer (to be named “NiCAN Limited”) will carry on the business of NiCAN, as described in 390’s press release
of March 3, 2022.
Amending Agreement
Pursuant to the Amending Agreement, the parties: (i) amended and extended the outside dat e for the
completion of the Transaction as set forth in the Amalgamation Agreement; and (ii) amended and updated the
proposed slate of management of the Resulting Issuer. Following completion of the Transaction, the parties
expect that the current board of directors and management of 390 will resign, and it is proposed that the
following individuals will be appointed as management of the Resulting Issuer, in the capacities set forth below.
Brief biographies of the proposed nominees are as follows:
Michael Hoffman – Director (Chairman)
Mr
. Hoffman is a mining executive with over 35 years of experience including engineering, mine operations,
corporate development, project management and construction. Mr. Hoffman obtained a Bachelor of Applied
Science, Mining Engineering from Queen’s University in 1982 and completed the Director Education Program
at the University of Toronto Rotman School of Management in 2019. Mr. Hoffman is currently Chair and
Director at 1911 Gold Corporation as well as a director of Velocity Minerals Ltd., Silver X Mining Corp. and Fury
Gold Mines Limited. Mr. Hoffman also has direct northern Canadian mining experience including operations
and projects. He is the former CEO of Crowflight Minerals Inc., Kria Resources Ltd. and Crocodile Gold Corp.
B
rad Humphrey – Chief Executive Officer and Director
Mr. Humphrey has over 25 years of international mining experience and is the Chief Executive Officer of NiCAN.
Mr. Humphrey obtained a Bachelor of Commerce from the University of Guelph in 1997. Prior to joining NiCAN,
Mr. Humphrey was CEO of QMX Gold Corp., from September 2016 to April 2021, which was acquired by
Eldorado Gold Corporation. Prior to QMX Gold Corp., Mr. Humphrey worked for Morgan Stanley as an
Executive Director and North American Precious Metals Analyst, where he was responsible for growing Morgan
Stanley’s North American Gold research coverage. Mr. Humphrey was also a Managing Director and Head of
Mining Research at Raymond James and covered precious metal equities at CIBC World Markets and Merrill
Lynch. Mr. Humphrey has held a variety of mining industry roles from contract underground miner to CEO. Mr.
Humphrey is currently on the board of Royal Fox Gold Inc.
Shaun Heinrichs – Chief Financial Officer
Mr. Heinrichs has over 20 years of experience in senior financial management and reporting, primarily in the
mining industry. Mr. Heinrichs is a Chartered Professional Accountant (CPA, CA) with the Institute of Chartered
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Accountants of British Columbia. Mr. Heinrichs obtained a Bachelor of Business Administratio n (Accounting
and Finance) from Simon Fraser University in 2000. His career began at Ernst & Young, he subsequently held
senior management roles in several public companies including serving as Chief Financial Officer of Veris Gold
Corp., a precious metals producer listed in Canada and the US, from 2008 to 2015, and as the CFO of VMS
Ventures Inc. from 2015 to 2016. Mr. Heinrichs also served as a director of Veris Gold Corp. from 2012 to 2013.
Presently Mr. Heinrichs is the CFO of NiCAN and the President an d CEO of 1911 Gold Corporation, a gold
focused exploration company in Manitoba.
Wanda Roque – Corporate Secretary
Ms. Roque is a law clerk in the Province of Ontario. Ms. Roque obtained a law clerk diploma from Humber
College. Ms. Roque has served as corp orate secretary and has provided corporate and securities law clerk
services to a number of public companies and reporting issuers since July 2007.
Patrick Gleeson – Director
Mr. Gleeson was a corporate lawyer in Canada for almost 20 years. He has taken over 40 companies public and
served as general counsel, director and executive officer for several listed companies, from start-ups to those
with billion-dollar market capitalizations. Mr. Gleeson obtained a Bachelor of Arts, Politics and History, Minor
in Math from Queen’s University in 1997 and a Juris Doctor and Master of Arts, International Relations and
Affairs from University of Toronto in 2001. Presently, Mr. Gleeson is the President and founder of St. Peter’s
Spirits, a socially conscious beverage company creating healthier-for-you drinks powered by plants. Prior to St.
Peter’s Spirits, Mr. Gleeson founded IR Battery Resources & Processing Inc., which consolidated the Delta Kenty
Nickel project in northern Quebec, organized the first exploration program at Delta Kenty in over 15 years and
ultimately sold the project to an international mining company.
Saga Williams – Director
Ms. Williams has worked in Indigenous communities in various government and corporate roles, in the capacity
of legal counsel , negotiations and governance, and as a strategic advisor, for over 20 years. Ms. Williams
obtained a Bachelor of Arts (Honours), Indigenous and Political Studies from Trent University in 1995 and a
Bachelor of Laws, Aboriginal Law from Osgoode Hall Law Sc hool in 1998. She has been on negotiation teams
that have successfully settled over $1 billion in agreements and has worked on Indigenous community
engagement and negotiations to support national energy and mining projects. Ms. Williams teaches at
Osgoode Hall Law School as an Adjunct Professor and supports student- led negotiations focusing on
consultation, Indigenous rights and reconciliation. Over the last 25 years, she has also held board positions
with many non-profit organizations. Ms. Williams is Anishinaabe, a member of Curve Lake First Nation, and is
currently an elected official for her community.
Dr. Mark Cruise – Director
Dr. Cruise is a professional geologist with over 25 years of international mining experience. Dr. Cruise obtained
a PhD, Economic Geology from Trinity College Dublin in 2000. A former polymetallic commodity specialist with
Anglo American plc, Dr. Cruise founded and was the Chief Executive Officer of Trevali Mining Corporation.
Under his leadership, the company grew from an init ial discovery into a top- ten global zinc producer with
operations in the Americas and Africa. He has previously served as Vice President Business Development and
Exploration, COO and CEO for several TSX, TSX-Venture and NYSE-Americas listed exploration and development
Companies. Dr. Cruise is currently on the board of Velocity Minerals.
Further details of the T ransaction contemplated by the Definitive Agreement, as amended by the Amending
Agreement, will be included in subsequent news releases and disclosure documents to be filed by 390.
Completion of the Transaction is subject to a number of conditions, including but not limited to, acceptance of
the TSX Venture Exchange. 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 filing statement to be prepared in connection
with the Transaction, 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 NiCAN and 390 should be considered
highly speculative.
About NiCAN
NiCAN Limited is a private mineral exploration company, focused on high quality nickel -copper opportunities
in stable jurisdictions on known mineral belts. NiCAN is actively exploring two projects, the Wine Property and
the Pipy Project, both located in known mining jurisdictions in Manitoba Canada.
Contact Information:
1287390 B.C. Ltd.
James Ward, Director
416.897.2359
N
iCAN Limited
Brad Humphrey Shaun Heinrichs
President and CEO CFO
Phone: 416.565.4007 Phone: 604.839.2788
[email protected] [email protected]
THE T SX V ENTURE EXCHANGE INC. HAS I N N O W AY P ASSED U PON T HE M ERITS OF T HE P ROPOSED
TRANSACTION AND HAS NEITHER APPROVED NOR DISAPPROVED THE CONTENTS OF THIS NEWS RELEASE.
Cautionary Note Regarding Forward-Looking Statements
The inf ormation contained herein contains " forward-looking statements" within the m eaning of applicable
securities legislation. Forward-looking statements include, but are not limited to, statements with respect to:
the terms a nd co nditions o f t he p roposed Transaction ; f uture d evelopment plans; a nd the b usiness a nd
operations of the Resulting I ssuer a fter the p roposed T ransaction. Forward-looking statements relate to
information t hat i s based on a ssumptions of m anagement, f orecasts o f future r esults, a nd e stimates of
amounts n ot yet d eterminable. A ny s tatements that e xpress p redictions, e xpectations, b eliefs, p lans,
projections, objectives, assumptions or future events or performance are not statements of historical fact and
may b e "f orward-looking statements." Fo rward-looking statements are su bject t o a v ariety o f r isks and
uncertainties which could cause actual events or results to differ from those reflected in the forward-looking
statements, including, without limitation: risks related to failure to obtain adequate financing on a timely basis
and on acceptable terms; r isks r elated to the o utcome o f le gal proceedings; po litical and regulatory r isks
associated with mining and exploration; r isks r elated to t he m aintenance o f s tock e xchange lis tings; risks
related t o e nvironmental r egulation and liabilit y; t he potential for d elays in e xploration or d evelopment
activities or the completion of feasibility studies; the uncertainty of profitability; risks and uncertainties relating
to the interpretation of drill results, the geology, grade and continuity of mineral deposits; risks related to the
inherent uncertainty of production and cost estimates and the potential for unexpected costs and expenses;
results o f p refeasibility a nd f easibility s tudies, a nd the p ossibility that f uture exploration, d evelopment or
mining results will not be consistent with NiCAN's expectations; risks related to commodity price fluctuations;
and other risks and uncertainties related to NiCAN's prospects, properties and business detailed elsewhere in
390’s and NiCAN's disclosure record. Should one or more of these risks and uncertainties materialize, or should
underlying assumptions prove incorrect, actual results may vary materially from those described in forward-
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looking statements. Investors are cautioned against attributing undue certainty to forward-looking statements.
These forward-looking statements are made as of the date h ereof and 390 and NiCAN do not assume any
obligation to update or revise them to reflect new events or circumstances. Actual events or results could differ
materially from 390’s and NiCAN's expectations or projections.