Remo Announces Proposed Reverse Take over with Chakana Copper Corp.
REMO RESOURCES INC.
1430-800 West Pender Street, Vancouver, BC V6C 2V6
Telephone: (604) 638-8063; Fax: (604) 648-8105
NEWS RELEASE
REMO ANNOUNCES PROPOSED REVERSE TAKE OVER
WITH CHAKANA COPPER CORP.
Vancouver, B.C., October 6, 2017 – Remo Resources I nc. (TSX-V: RER) (the “ Company ”
or “ Remo ”), a Tier 2 mining issuer listed on the TSX Ventur e Exchange (the “ Exchange ”), is
pleased to announce that it has signed an Amalgamat ion Agreement dated October 5, 2017 (the
“ Agreement ”) with Chakana Copper Corp. (“ Chakana ”), a private British Columbia
corporation, whereby Remo will acquire all of the outstanding shares of Chakana (the “ Proposed
Transaction ”) in exchange for common shares of Remo. Chakana indirectly, through its
wholly-owned Peruvian subsidiary Chakana Resources S.A.C., owns the rights, pursuant to an
option agreement, to acquire the Soledad copper gol d project (the “ Soledad Project ”) located in
Peru. The Soledad Project consists of three minera l exploration concessions, comprising 1139
hectares.
About Chakana
Chakana was incorporated under the provisions of th e Business Corporations Act (British
Columbia) on December 1, 2016 and currently has 41, 306,167 common shares issued and
outstanding and share purchase warrants outstanding to purchase up to an additional 12,122,434
common shares. Chakana’s primary business is copper and gold mineral exploration on the
Soledad Project. Chakana is at arm’s length to Rem o.
Chakana owns 99.99% of the issued and outstanding s hares of Chakana Resources S.A.C. a
Peruvian company, that in turn owns the rights to a cquire 100% of the Soledad Project pursuant
to an assignment and option agreement (the “ Option Agreement ”) dated April 17, 2017 and
entered into between Chakana Resources S.A.C. and M inera Vertiente Del Sol S.A.C. a wholly
owned subsidiary of Condor Resources Inc. Pursuant to the Option Agreement, Chakana
Resources S.A.C can acquire 100% of the Soledad Project in consideration for:
• completing 12,500 m of drilling on the Soledad Project;
• making cash payments totaling US$5.375mm;
• issuing 500,000 common shares to Condor Resources Inc.; and
• granting Condor Resources Inc. a 2% Net Smelter Ret urn on any mineral production
from the Soledad Project, subject to Chakana’s righ t to buy back 50% of this Net
Smelter Return at any time for US$2,000,000.
Soledad Project
The Soledad Project is located in the Cordillera Ne gra, or western ranges of the Andes
Mountains 260 kilometres north-northwest of the Cit y of Lima, Perú. Contemporary exploration
at the Soledad Project has focused upon a cluster of near-vertical magmatic-hydrothermal quartz-
- 2 -
tourmaline breccia pipes hosted in andesite of the Calipuy group that contains attractive primary
copper-gold mineralization, associated with silver, zinc, lead and molybdenum. It has been
postulated that the breccias are genetically relate d to a concealed copper porphyry deposit at
depth; vein deposits elsewhere in the Ticapampa-Aij a Mining District may be the peripheral
expression of an intrusive-driven hydrothermal syst em. Individual breccia bodies are up to 75 by
180 m and have been tested to vertical depths of up to 490 m. Mineralization may be present in
both the hydrothermal breccias and the encompassing fractured and altered host andesite.
A tertiary target on the Soledad Project, Cima Blan ca, is a separate area of quartz-alunite
alteration associated with vuggy silica and some go ld mineralization. This is a high sulphidation
epithermal style of mineralization and its relation ship to the quartz – tourmaline breccias is not
certain.
The Soledad Project is immediately northwest and up hill from a cluster of silver-rich
polymetallic vein deposits that are referred to as the Aija District. These deposits have seen
intermittent production since colonial times.
Recent historical exploration at the Soledad Projec t has been undertaken by Condor Resources
Inc., Mariana Resources Ltd. and Compañia Minera Ca sapalca S.A. Exploration work by these
companies included surface rock sampling, prospecti ng, grid–based magnetometer and IP
geophysical surveys, and two phases of core drilling totaling 4,855 meters in 16 holes.
Chakana has initiated a 16,660m drill program desig ned to determine the geometry of several
pipes previously drilled, determine the true grade profile by drilling across the pipes, define an
initial inferred resource on 2 of the pipes, and te st a broad scope of targets across the property.
Results from the first two holes completed by Chakana include:
DDH # Azimuth Dip From - To
(m)
Core
length (m)
Au
g/t
Ag
g/t
Cu
%
Cu-eq
%*
Au-
eq
g/t*
SDH17-017
360 o
-85 o 0.0 146.6 146.6 2.51 48.6 0.77
2.83
4.32
Including - - 0.0 44.0 44.0 3.92 29.6
Including - - 44.0 146.6 102.6 1.91 56.8 1.1
SDH17-018
297 o
81.5 o 0.0 209.0 209.0 2.22 69.6 0.96
3.01
4.60
Including - - 0.0 40.0 40.0 4.21 18.6
Including - - 40.0 114.0 74.0 3.31 65.5 1.11
Including - - 145.0 209.0 64.0 0.72 139.1 1.84
* Cu_eq and Au_eq values were calculated using copper, gold, and silver. Metal prices utilized for the calculations are Cu –
US$2.90/lb, Au – US$1,300/oz, and Ag – US$17/oz. No adjustments were made for recovery as the project is an early stage
- 3 -
exploration project and metallurgical data to allow for estimation of recoveries are not yet available. The formulas utilized to
calculate equivalent values are Cu_eq (%) = Cu% + (Au g/t * 0.6556) + (Ag g/t * 0.00857) and Au_eq (g/t) = Au g/t + (Cu% *
1.5296) + (Ag g/t * 0.01307). The true widths of the mineralized intervals reported in this release are difficult to ascertain and
additional drilling will be required to constrain the geometry of the mineralized zones
Chakana submitted the core samples to the ALS facil ity in Callao, Lima Peru in multiple
batches. Samples are processed under the control o f ALS with the samples including certified
reference materials, a coarse and finely-crushed bl ank and duplicates samples. All samples are
analyzed using the ME-MS41 procedure in order to ob tain a comprehensive multi-element
overview of the geochemistry. Gold is analyzed by M E-MS41 (not considered reliable), AA24
(higher precision) and GRA22 when values exceed 10 g/t. Over limit Silver, copper, lead and
zinc is analyzed using the OG-46 procedures.
Additional information concerning the Soledad Proje ct will be contained in a technical report to
be filed by Remo in connection with the Proposed Tr ansaction which will be made available on
Remo’s SEDAR profile at www.sedar.com. Remo has not received as of this date, any
geological technical report prepared in accordance with National Instrument 43-101.
Technical information in this news release has been approved by David Kelley, Qualified
Professional - Geology designation from the Mining and Metallurgical Society of America, a
Director of Chakana and a Qualified Person as defin ed by NI 43-101 – Standards of Disclosure
for Mineral Projects .
Financial information related to the significant as sets of Chakana will be disclosed when
available.
Summary of the Proposed Transaction
The Proposed Transaction will be effected by way of a three-cornered amalgamation without
court approval under the Business Corporations Act (British Columbia), pursuant to which Remo
will acquire, through the amalgamation of a newly i ncorporated British Columbia subsidiary of
Remo with Chakana, all of the issued and outstandin g shares of Chakana (the “ Chakana
Shares ”), in exchange for post-consolidated common shares of Remo (each, a “ Remo Share ”)
and Chakana will become a subsidiary of Remo.
Prior to the closing of the Proposed Transaction, R emo will consolidate its share capital on a
6.834615 old shares for one new share basis and cha nge its name to Chakana Copper Corp., or
such other name as agreed by the parties. Pursuant to the Proposed Transaction, the shareholders
of Chakana will receive one post-consolidated Remo Share for each Chakana Share held at a
deemed issue price of $0.50 per Remo Share and all of the currently issued and outstanding
Remo share purchase warrants will be cancelled. Chakana holds approximately C$2.5mm in cash
as at the date of this news release. Prior to closi ng of the proposed acquisition, Chakana intends
to complete a non-brokered private placement throug h the issuance of no less than 12,000,000
shares at a price of $0.50 per share for gross proc eeds of no less than $6,000,000 (the
“Financing”).
Upon completion of the Proposed Transaction, all of the outstanding share purchase warrants of
Chakana will cease to represent a right to acquire Chakana Shares and will instead provide the
right to acquire Remo Shares, all in accordance wit h the adjustment provisions provided in the
certificates representing the warrants.
- 4 -
The Proposed Transaction is subject to, among other things, receipt of the approval of the
shareholders of Chakana, approval of the Exchange a nd standard closing conditions, including
the conditions described below.
The Proposed Transaction will constitute a Reverse Takeover of Remo pursuant to Policy 5.2 –
Changes of Business and Reverse Takeovers of the Exchange.
Upon completion of the Proposed Transaction, Remo w ill continue on with the business of
Chakana and remain a Tier 2 mining issuer, with Cha kana as its operating subsidiary (the
Company after the Proposed Transaction being referred to herein as the “ Resulting Issuer ”).
Certain of the Remo Shares to be issued pursuant to the Proposed Transaction are expected to be
subject to restrictions on resale or escrow under t he policies of the Exchange, including the
securities to be issued to “Principals” (as defined under Exchange policies), which will subject to
the escrow requirements of the Exchange.
In connection with the Proposed Transaction, Remo w ill issue an aggregate of 200,000 post-
consolidated Remo Shares to certain arm’s length th ird parties as finder’s fees in accordance
with Exchange policies.
None of the securities to be issued pursuant to the Proposed Transaction have been or will be
registered under the United States Securities Act o f 1933, as amended, or any state securities
laws, and any securities issued pursuant to the Pro posed Transaction are anticipated to be issued
in reliance upon available exemptions from such reg istration requirements. This press release
does not constitute an offer to sell or the solicitation of an offer to buy any securities.
Conditions to the Proposed Transaction
The completion of the Proposed Transaction remains subject to a number of terms and
conditions, including, among other things:
• Chakana completing the Financing for minimum gross proceeds of not less than
$4,000,000;
• Chakana having received shareholder approval of the Proposed Transaction by a
special majority of the Chakana shareholders;
• the Proposed Transaction being effective on or prior to January 31, 2017;
• Remo and Chakana obtaining all necessary consents, orders and regulatory
approvals, including the conditional approval of th e Exchange subject only to
customary conditions of closing;
• dissent rights not having been exercised by greater than 5% of the Chakana
shareholders;
• no material change occurring to the business of Remo or Chakana;
- 5 -
• the satisfaction of obligations under the Amalgamat ion Agreement relating to
each of the parties; and
• the delivery by each of the parties of standard clo sing documents, including legal
opinions.
The parties will be seeking a waiver from the Excha nge of any requirement for a sponsor, but in
the event a waiver is not available, will seek a sp onsorship relationship for this Proposed
Transaction with an Exchange member firm.
The shares of the Company were halted effective Oct ober 5, 2017 and will remain halted until
the completion of the Proposed Transaction.
The Resulting Issuer – Summary of Proposed Director s and Officers
It is currently anticipated that all of the current officers and directors of Remo will resign from
their respective positions with Remo. The managemen t of the Resulting Issuer is expected to
consist of David Kelley (President and CEO), Dougla s J. Kirwin (Chairman) and Kevin Ma
(CFO) and the board of directors of the Resulting I ssuer is expected to consist of Douglas J.
Kirwin, David Kelley, John Black, Tom Wharton, Mari o Vetro and Darren Devine. The
following are brief descriptions of the proposed di rectors, officers, and advisors of the Resulting
Issuer:
Douglas J. Kirwin – Chairman and Director
Mr. Kirwin is an independent geologist with 45 year s of international exploration experience. He
held senior positions with Anglo American and Amax during the 1970’s and was Managing
Director of a successful international geological c onsulting firm during the 1980’s and early
1990’s. In 1995 he accepted a role as vice presiden t, exploration for Indochina Goldfields and
subsequently became the executive vice president fo r Ivanhoe Mines Limited until 2012 after
which Ivanhoe was acquired by Rio Tinto. Mr. Kirwin was also a director of South Gobi Energy,
Jinshan Gold and a founding non-executive director of Ivanhoe Australia Ltd. And an adjunct
professor at James Cook University, Australia.
As a member of the joint discovery team for the Hug o Dummett deposit at Oyu Tolgoi in
Mongolia, he was a co-recipient of the PDAC inaugur al Thayer Lindsley medal awarded for the
most significant international mineral discovery in 2004. Other mineral discoveries made by Mr.
Kirwin’s exploration team include the Jelai-Mewet a nd Seryung epithermal deposits in north east
Kalimantan, the Eunsan-Moisan gold mines in South K orea, the Moditaung gold deposits in
Myanmar and the Merlin Re-Mo deposit in Australia.
David Kelley – President, CEO and Director
Mr. Kelley is an economic geologist and exploration geochemist with more than 25 years of
international exploration experience throughout the Americas, Central Asia and Australasia.
Most recently David was responsible for developing the exploration program at Las Bambas for
MMG as the General Manager Exploration - Americas. Prior to this he worked for Oz Minerals,
Zinifex, Newmont, WMC, BHP Westmont Mining and Gold Standard. He was directly involved
in the discovery of the Zuun Mod Mo-Cu deposit in M ongolia, the Wayamaga Au deposit in
French Guiana, and the High Lake East VHMS deposit in Nunavut. He obtained a B.Sc. degree
in geology from Colorado State University in 1985 a nd an M.Sc. degree in
- 6 -
geology/geochemistry from the Colorado School of Mines in 1989. He is a past President of both
the Society of Economic Geologists Foundation and the Association of Applied Geochemists.
Kevin Ma - CFO
Mr. Ma, is a principal and the founder of Skanderbe g Financial Advisory Inc., which serves
public and private companies in a financial executi ve capacity as they go public and/or during
their high growth phases. Selected Skanderbeg’s c lients include First Cobalt Corp. and Kenadyr
Mining (Holdings) Corp. Mr. Ma was the Director of Finance for Alexco Resource Corp. at the
time it developed and subsequently operated a silve r mine in the Yukon, Canada. From 2005 to
2008 Mr. Ma was the Audit Manager for Deloitte & To uche, LLP. Selected clients included
First Majestic Silver, Uranium One and Extreme CCTV . Mr. Ma is a Chartered Accountant
certified by the Chartered Professional Accountants of British Columbia, and holds a Diploma in
Accounting and a Bachelor of Arts degree from the University of British Columbia.
John Black - Director
John Black is an economic geologist with more than 30 years of exploration experience in the
Americas, Central Asia, the SW Pacific, and Eastern Europe/Western Asia. He first worked in
South America in 1993 and has been actively involve d in mineral exploration throughout the
continent for several companies since that time. Hi s professional credentials include a B.Sc.
degree in Geology from Stanford University in 1983 and an M.S. degree in Geology – Ore
Deposits Exploration from the same University in 1988. Mr. Black was the founding President of
Antares Minerals Inc. and was instrumental in acqui ring the Haquira project in Peru for Antares.
He was the key driver in negotiating the sale of An tares to First Quantum Minerals for C$650
million. John’s early career included work with Bea r Creek Mining Company, Kennecott
Minerals Corporation, Rio Tinto and Western Mining Corporation and he currently serves as a
Director or Technical Advisor for several private a nd public exploration companies. John is the
CEO of Regulus Resources.
Tom Wharton - Director
Mr. Wharton has over 30 years of experience in the development, marketing, management,
financing, and the sale of early stage companies. S ince January 2011 Mr. Wharton has been the
Investment Manager for Saint Thomas Capital Partner s, evaluating and managing investments in
the areas of junior mining, oil & gas, and business to business technology services. Mr. Wharton
has had integral experience working with all aspect s of public and private companies in both
junior exploration and mining and is a Director of Ely Gold, Dolly Varden Silver and Angel
Gold.
Mr. Wharton received a Bachelor’s degree in Busines s Administration from Creighton
University in 1983 and began his career at Bozell & Jacob's Advertising. In 1988 he was
promoted to Bozell’s Business to Business New York Advertising division Poppe Tyson where
he advanced to CFO and CIO in 1992. While CIO at Po ppe Tyson, Mr. Wharton co-founded,
managed, and was a Director for Poppe's ad sales ne twork, Doubleclick Inc. where he assisted in
its early management and initial financing. DoubleClick is now owned by Google.
From 1998 to 2011 Mr. Wharton was an independent co nsultant offering “startup” consulting
services or equity capital financing to various developing internet companies including Vente Inc
- 7 -
and Cheetamail Inc., which were purchased by Experi an, and Trancentrix Inc., which was
purchased by Ruesch International.
Mario Vetro - Director
Mr. Vetro is a partner at Skanderbeg Capital Adviso rs, a private merchant bank and capital
markets advisory firm. Skanderbeg specializes in ra ising capital and creating capital markets
strategies for public and private companies. Skand erbeg is a co-founder of K92 Mining, a gold
producer in Papua New Guinea and First Cobalt, a le ading Canadian cobalt developer. Mr. Vetro
holds a Bachelor of Arts in Political Science from the University of British Columbia.
Darren Devine - Director
Mr. Devine is the principal of CDM Capital Partners that provides corporate finance advisory
services to private and public companies. In this r ole, Mr. Devine acts as founder, board member
and management advisor with respect to public and p rivate financings, corporate governance,
and the structuring of mergers, acquisitions and di spositions. Mr. Devine acts as a director
and/or officer to a number of junior public compani es in the natural resource and technology
sectors.
Mr. Devine is qualified as a barrister and solicito r in British Columbia and in England & Wales
and prior to founding CDM Capital Partners, practic ed exclusively in the areas of corporate
finance and securities law in Vancouver and London, England. Mr. Devine is currently an active
member of the TSX Venture Exchange’s Local Advisory Committee.
Additional information concerning the Proposed Tran saction, Remo, Chakana and the Resulting
Issuer will be provided in the Company’s Filing Sta tement to be filed in connection with the
Proposed Transaction and which will be available un der the Company’s SEDAR profile at
www.sedar.com.
About Remo
The Company is a Tier 2 mining issuer, currently li sted on the Exchange and currently in the
business of acquiring and exploring of mineral prop erties. The Company’s current mineral
property is the Adrian gold property located in the Iskut River District of northwestern British
Columbia, Canada.
The Company currently has issued and outstanding 8, 925,000 common shares, 3,605,000 share
purchase warrants with an exercise price of $0.20 per share, and no incentive stock options.
For further information please contact Stephen Kenwood at (604) 638-8063
ON BEHALF OF THE BOARD
(signed) “ Stephen Kenwood ”
Stephen Kenwood
President and CEO
Neither TSX Venture Exchange nor its Regulation Ser vices Provider (as that term is defined in
the policies of the Exchange) accepts responsibility for the adequacy or accuracy of this release.
- 8 -
Completion of the Proposed Transaction is subject t o a number of conditions, including but not
limited to, Exchange acceptance and if applicable p ursuant to Exchange Requirements, majority
of the minority shareholder approval. Where applic able, the Proposed Transaction cannot close
until the required shareholder approval is obtained . There can be no assurance that the
Proposed Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed i n the management information circular or
filing statement to be prepared in connection with the Proposed Transaction, any information
released or received with respect to the Proposed T ransaction may not be accurate or complete
and should not be relied upon. Trading in the secu rities of a capital pool company should be
considered highly speculative.
The Exchange has in no way passed upon the merits o f the Proposed Transaction and has
neither approved nor disapproved the contents of this press release .
All information contained in this news release with respect to Remo and Chakana was supplied
by the parties, respectively, for inclusion herein, and Remo and its directors and officers have
relied on Chakana for any information concerning su ch party, including information concerning
the Soledad Project.
This news release contains forward-looking statemen ts relating to the timing and completion of
the Proposed Transaction, the future operations of the Company, Chakana, and the Resulting
Issuer and other statements that are not historical facts. Forward-looking statements are often
identified by terms such as "will", "may", "should" , "anticipate", "expects" and similar
expressions. All statements other than statements o f historical fact, included in this release,
including, without limitation, statements regarding the Proposed Transaction and the future
plans and objectives of the Company, Chakana, and t he Resulting Issuer are forward-looking
statements that involve risks and uncertainties. Th ere can be no assurance that such statements
will prove to be accurate and actual results and fu ture events could differ materially from those
anticipated in such statements. Important factors t hat could cause actual results to differ
materially from the Company's, Chakana’s, and the R esulting Issuer’s expectations include the
failure to satisfy the conditions to completion of the Proposed Transaction set forth above and
other risks detailed from time to time in the filin gs made by the Company, Chakana, and the
Resulting Issuer with securities regulations.
The reader is cautioned that assumptions used in th e preparation of any forward-looking
information may prove to be incorrect. Events or ci rcumstances may cause actual results to
differ materially from those predicted, as a result of numerous known and unknown risks,
uncertainties, and other factors, many of which are beyond the control of the Company,
Chakana, and the Resulting Issuer. As a result, the Company, Chakana, and the Resulting Issuer
cannot guarantee that the Proposed Transaction will be completed on the terms and within the
time disclosed herein or at all. The reader is caut ioned not to place undue reliance on any
forward-looking information. Such information, although considered reasonable by management
at the time of preparation, may prove to be incorre ct and actual results may differ materially
from those anticipated. Forward-looking statements contained in this news release are expressly
qualified by this cautionary statement. The forward -looking statements contained in this news
release are made as of the date of this news releas e and the Company, Chakana, and the
Resulting Issuer will update or revise publicly any of the included forward-looking statements as
expressly required by Canadian securities law.