Red Pine Exploration Inc. and Augustine Ventures Inc. Complete Plan of Arrangement
NEWS RELEASE
February 3, 2017
RED PINE EXPLORATION INC. AND AUGUSTINE VENTURES
INC. COMPLETE PLAN OF ARRANGEMENT
Toronto, Ontario − February 3, 2017 − Red Pine Exploration Inc. (TSX -V:RPX)
(“Red Pine”) and Augustine Ventures Inc. (CSE:WAW) (“Augustine”) are pleased to
announce that Red Pine has completed its previously announced acquisition of all of
the outstanding shares of Augustine pursuant to an arrangement (the
“Arrangement”) under the Business Corporations Act (Ontario) (the “ OBCA”). The
transaction was approved by the Augustine shareholders on January 20, 2017 in
accordance with the requirements of the OBCA and an interim order of the Ontario
Superior Court of Justice, and was subsequently approved by the Ontario Superior
Court of Justice on February 1, 2017. It is expected that , shortly after the date of this
announcement, the common shares of Augustine will be delisted from the Canadian
Securities Exchange and Augustine will apply to cease being a reporting issuer in
each jurisdiction in Canada in which it currently has such status.
Under the arrangement, each Augustine common share has been exchanged for 0.76
of one Red Pine common share. In completing the Arrangement, Red Pine has issued
100,668,733 Red Pine common shares to former Augustine shareholders. Registered
Augustine shareholders should follow the instructions in Augustine's management
information circular dated November 30, 201 6 and the letter of transmittal
referenced therein in order to obtain certificates representing their Red Pine
common shares issued to them under the Arrangement. For beneficial shareholders
holding their Augustine common shares through a broker or other person, please
contact that broker or other person for instructions and assistance in receiving Red
Pine shares issued in exchange for Augustine shares.
In connection with the Arrangement, Dr . Robert Dodds, the former C hief Executive
Officer of Augustine, and Michael Newman, the former Chairman of Augustine, were
elected as directors of Red Pine. Dr. Robert Dodds will also serve as Executive
Director of Mine Development of Red Pine following the completion of the
Arrangement.
As a result of the completion of the Arrangement, Augustine is now a wholly -owned
subsidiary of Red Pine, and Red Pine now holds a 60% interest in the Wawa Gold
Project. The other 40% interest in the Wawa Gold Project is held by Citabar Limited
Partnership (“ Citabar”) which was a significant shareholder of Augustine and is
now a significant shareholder of Red Pine. Red Pine, Augustine and Citabar are
parties to an amended joint venture agreement in respect of a joint venture on the
Wawa Gold Project, the full text of which can be found under Red Pine’s profile
on www.SEDAR.com.
Quentin Yarie, President and CEO of Red Pine said, “ On behalf of the Red Pine
shareholders, management, staff and I would like to welcome the Augustine
shareholders and their overwhelming support of both the project and this plan of
arrangement. We will, together, continue to aggressively advance the Wawa Gold
Project and now as a combined entity with a 60% interest we are in a much better
position to realize the benefits”.
Cautionary Statements
Disclosure Regarding Forward -Looking Statements : This press release contains
certain “Forward-Looking Statements” within the meaning of applicable securities
legislation relating to completion of actions in connection with the closing of the
Arrangement, including statements regarding the anticipated d elisting of the
Augustine common shares and Augustine’s application to cease to be a reporting
issuer . The information about Augustine contained in the press release has not been
independently verified by Red Pine and vice versa. We use words such as “migh t ”,
“will” , “should” , “anticipate” , “plan” , “expect” , “believe” , “estimate” , “forecast” and
similar terminology to identify forward looking statements and forward -looking
information. Such statements and information are based on assumptions, 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 factors that
may cause our actual results to differ materially from those expressed or implied 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 and expected future developments and other factors that have
been considered appropriate, that the expectations reflected in this forward-looking
information are reasonable, undue reliance should not be placed on them because
neither Red Pine nor Augustine can give any assurances that they will prove to be
correct. In evaluating forward -looking statements and information, readers should
carefully consider the various factors which could cause actual results or events to
differ materially from those expressed or implied in the forward looking statements
and forward-looking information. 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 parties
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 passed upon the merits of the proposed
Arrangement and have neither approved nor disapproved 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 responsibility for the adequacy or accuracy of
this release.
NOT FOR DISTRIBUTION TO UNITED ST ATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STAT E S
This press release is intended for distribution in Canada only and is not intended for
distribution to United States newswire services 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. registration 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:
Red Pine Exploration Inc.
Quentin Yarie, President & CEO, (416) 364-7024, [email protected]
Or Mia Boiridy, Investor Relations, (416) 364-7024, [email protected]