Augustine Ventures Obtains Shareholder Approv Al of Arrangement with Red Pine Exploration
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NEWS RELEASE
January 23, 2017
AUGUSTINE VENTURES OBTAINS SHAREHOLDER APPROV AL OF
ARRANGEMENT WITH RED PINE EXPLORATION
Toronto, Ontario − January 23, 2017 − Augustine Ventures Inc. (CSE:WAW)
(“Augustine”) and Red Pine Exploration Inc. (TSX-V:RPX) (“Red Pine”) are pleased to
announce that Augustine obtaine d shareholder approval for i ts proposed plan of
arrangement with Red Pine (the “Arrangement”) at the annual and special meeting of its
shareholders held on January 20, 2017 (the “ Meeting”). The Meeting was held in
accordance with the interim order of the Superior Court of Ju stice of Ontario (the
“Court”) obtained by Augustine in connection with the Arrangement on December 16,
2016 as previously disclosed. Augustine shareholders approved the Arrangement by
special resolution, with 83.6% of the outsta nding Augustine shares represented in person
or by proxy at the Meeting and 100.0% (follo wing rounding) of the votes cast in favour
of the resolution.
As previously disclosed, Augustine and Red Pine have entered into an arrangement
agreement (the “ Arrangement Agreement ”) dated November 14, 2016 pursuant to
which Red Pine will acquire all of the out standing securities of Augustine under the
Arrangement, subject to the terms and conditi ons of the Arrangement Agreement. Upon
completion of the Arrangement, Augustine will become a wholly-owned subsidiary of
Red Pine and Red Pine will carry on the business of the combined companies after
changing its name to “Wawa Gold Inc.” (or such other name as the Board of Directors of
Red Pine may approve) and reorganizing its bo ard of directors (referred to in the press
release of December 16, 2016 as the “Resulting Issuer”).
Under the Arrangement Agreement, the parties have agreed that each Augustine common
share will be exchanged for 0.76 Red Pine common shares (the “ Exchange Ratio ”).
Pursuant to the Arrangement, the holders of common shares of Augustine outstanding at
the time of completion of the Arrangement will receive Resulting Issuer common shares
(“Resulting Issuer Shares ”) based on the Exchange Ratio and all of the currently
outstanding warrants and stock op tions of Augustine will be exercisable pursuant to the
terms of such warrants and stock options for common shares of the Resulting Issuer with
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the number of shares issuable and the exerci se price adjusted based on the Exchange
Ratio, subject to approval of the TSX Venture Exchange (the “TSX-V”).
The completion of the Arrangement is subj ect to certain conditi ons, including a final
order of the Court, final acceptance by the TS X-V , and certain other closing conditions
customary in transactions of this nature. Augustine plans to apply to the Court for the
final order approving the Arrangement at 10:00 a.m. (ET) on February 1, 2017. If all
necessary approvals are obtained and th e conditions to the completion of the
Arrangement are satisfied or waived, it is currently anticipated that the Arrangement will
be completed on or about February 1, 2017. The Arrangement cannot close until the
required conditions are satisfied or waive d, and there can be no assurance that the
Arrangement will be completed as proposed or at all.
Augustine shareholders are cautioned that, except as disclosed in the information circular
of Augustine prepared in connection with the Meeting, any inform ation released or
received with respect to the Arrangement and/or other associated transactions may not be
accurate or complete and should not be relied upon. Shareholders are encouraged to read
the information circular, as well as other re levant documents available under the profiles
of Augustine and Red Pine on SEDAR at www.sedar.com. Trading in the securities of the
Augustine and Red Pine should be considered highly speculative.
Cautionary Statements
Disclosure Regarding Forward-Looking Statements: This press release contains certain
“Forward-Looking Statements” within the meani ng of applicable secu rities legislation
relating to the proposal to complete the A rrangement, including statements regarding the
terms and conditions of the Arrangement and the description of the Wawa Gold Project.
The information about Augustine containe d in the press release has not been
independently verified by Red Pine and vice versa. We use words such as “might”,
“will”, “should”, “anticipate”, “plan”, “expect”, “believe”, “estimate”, “forecast” and
similar terminology to identify forward looking statements and forward-looking
information. Such statements and informa tion are based on assu mptions, estimates,
opinions and analysis made by management in light of its experience, current conditions
and its expectations of future developments as well as other factors which it believes to
be reasonable and relevant. Forward-looking statements and information involve known
and unknown risks, uncertainties and other fact ors that may cause our actual results to
differ materially from those expressed or im plied in the forward-looking statements and
information and accordingly, readers should not place undue reliance on such statements
and information. Although each of Red Pine and Augustine believes, in light of the
experience of its officers and directors, current conditions a nd expected future
developments and other factors that have been considered appropriate, that the
expectations reflected in th is forward-looking information are reasonable, undue reliance
should not be placed on them because neit her Red Pine nor Augustine can give any
assurances that they will prove to be corre ct. In evaluating forward-looking statements
and information, readers should carefully cons ider the various factors which could cause
actual results or events to differ materially from those expressed or implied in the forward
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looking statements and forward-looking in formation depending on, among other things,
the risks that the parties will not complete the Arrangement and/or other associated
transactions, that the ultimate terms of the Arrangement and/or other associated
transactions will differ from those curren tly contemplated, and that the Arrangement
and/or other associated transactions will not be successfully completed for any reason
(including the failure to obtain the required approvals or clearances from regulatory
authorities). The statements in this press release are made as of the date of this release.
Neither Red Pine nor Augustine undertakes any obligation to comment on analysis,
expectations or statements made by third pa rties in respect of the Red Pine, Augustine,
their respective securities, or their respective financial or operating results (as applicable).
The TSX-V and the CSE have in no way pa ssed upon the merits of the proposed
Arrangement and have neither approved nor disappr oved the contents of this press
release.
Neither the TSX-V nor its Regulation Services Provider (as that term is defined in the
policies of the TSX-V) accepts responsibili ty for the adequacy or accuracy of this
release.
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR
FOR DISSEMINATION IN THE UNITED STATES
This press release is intended for distribut ion in Canada only and is not intended for
distribution to United States newswire servic es or dissemination in the United States.
The securities being offered have not been, nor will they be, registered under the United
States Securities Act of 1933, as amended, or any state securities laws and may not be
offered or sold within the United States or to, or for the account or benefit of, U.S.
persons absent U.S. registrati on or an applicable exemption from the U.S. registration
requirements. This release does not constitute an offer for sale of securities in the United
States.
Further Information
For further information, please contact:
Augustine Ventures Inc.
Robert (Bob) Dodds, President & CEO
Tel: (416) 363-2528
Red Pine Exploration Inc.
Quentin Yarie, President & CEO,
Tel: (416) 364-7024