Stuhini Provides Additional Disclosure For Ruby Creek Option Agreement
Stuhini Provides Additional Disclosure For
Ruby Creek Option Agreement
VANCOUVER
,
Nov. 20, 2019
/CNW/ - Stuhini Exploration Ltd. ("
Stuhini
" or the "
Company
")
(TSX
V:STU)
wishes to provide certain additional disclosures to supplement its information circular
(the "Circular") dated
October 23, 2019
in connection with the annual general meeting of
shareholders of the Company (the "Meeting") to be held on
November 28
, 2019. At the Meeting, the
shareholders of the Company will be asked to approve, amongst other things, the Ruby Creek
Option Agreement (the "Option Agreement"), whereby the Company can acquire a 100% interest in
the Ruby Creek Property (the "Option") from Global Drilling Solutions Inc. ("Global Drilling"). The
Option is exercisable by making cash payments and issuing shares over a four-year term as set out
in the Circular, which may be accelerated at the Company's election.
As background to the transaction, the Company first expressed interest in the Ruby Creek Property
in
June 2019
.
David O'Brien
, CEO of the Company, and Mr. Hanslit, on behalf of Global Drilling,
entered into formal negotiations in
mid-June 2019
. The Company and Global Drilling negotiated the
terms of the Option Agreement in July and signed the Option Agreement on
July 29, 2019
. The
board of directors approved the Option Agreement by directors' resolution on July 29, 2019. The
Company did not convene a special committee to review the transaction as Mr. Hanslit was not a
director and all of the members of the Board were independent of Global Drilling. The Company
considered it within the purview of the all of the directors to review and approve the Option
Agreement.
There are no known prior valuations in respect of the Company that relate to the Ruby Creek
transaction that have been made within the 24 months prior to the date of the Circular. No offers
have been made for the Ruby Creek Property within the 24 months prior to the date of the
Agreement which would constitute a "bona fide prior offer".
Mr.
Barry Hanslit
is the sole shareholder of Global Drilling and currently holds 9.85% of the issued
and outstanding shares of the Company. However, at the time the Company entered into the Option
Agreement, the transaction constituted a "related party transaction" as Mr. Hanslit held more than
10% of the issued and outstanding shares of the Company. Pursuant to Multilateral Instrument 61-
101 Protection of Minority Security Holders in Special Transactions ("MI 61
101"), the Company is
required to obtain a formal valuation and minority shareholder approval for a "related party
transaction" unless certain exemptions apply. The Company is relying on the exemption from the
formal valuation requirement contained in section 5.5(b) of MI 61-101 as the Company is listed on
the TSX Venture Exchange (and not on any specified market). Pursuant to TSX Venture Exchange
Policy 5.3 ("Policy 5.3"), the Company will be seeking minority shareholder approval for the Option
Agreement, and the creation of a new control person, at the Meeting. The Company will also be
relying on the minority shareholder approval obtained in satisfaction of Policy 5.3 to fulfil the minority
shareholder approval requirement under MI 61-101.
The transaction is considered ordinary course of business for the Company and management does
not consider it to be a material change for the Issuer.
About Stuhini Exploration Ltd.
: Stuhini is a mineral exploration company focused on the
exploration and development of precious and base metals properties with its primary focus on the
Metla Property located in northwestern
British Columbia, Canada
, approximately 150 kilometres
south of the town of
Atlin
.
Forward-Looking Statements
This release contains "forward
looking information " within the meaning of Canadian securities laws,
which may include, but are not limited to statements relating to the Option, the exercise of the
Option and obtaining regulatory and shareholder approvals. All statements in this release, other than
statements of historical facts, that address events or developments that the Company expects to
occur, are forward-looking statements. 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 may differ materially from those in the forward-
looking statements. Factors that could cause the actual results to differ materially from those in
forward-looking statements include regulatory actions, fluctuations in metal and commodity prices,
market prices, failure to obtain permits, and continued availability of capital and financing, and
general economic, market or business conditions. In particular, there is no guarantee that the Option
will be exercised. Such forward-looking information reflects the Company's views with respect to
future events and is subject to risks, uncertainties and assumptions, including those set out in the
Company's prospectus. Investors are cautioned that any such statements are not guarantees of
future performance and actual results or developments may differ materially from those projected in
the forward-looking statements. There can be no assurance that any forward-looking statements or
information will prove to be accurate as actual results and future events could differ materially from
those anticipated in such statements or information. Accordingly, readers should not place undue
reliance on forward-looking statements or information. Except as required by applicable securities
laws, the Company undertakes no obligation to update these forward-looking statements in the
event that management's beliefs, estimates or opinions, or other factors, should change.
Neither 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.
SOURCE
Stuhini Exploration
View original content:
http://www.newswire.ca/en/releases/archive/November2019/20/c2238.html
%SEDAR: 00046568E
For further information:
David O'Brien, President & Chief Executive Officer, Telephone: (604) 418-
4019, Email: [email protected]
CO: Stuhini Exploration
CNW 17:56e 20-NOV-19