Margaux Red Capital Inc. and Sigma Lithium Resources Inc. Announce Qualifying Transaction
MARGAUX RED CAPITAL INC. AND SIGMA LITHIUM RESOURCES INC. ANNOUNCE
QUALIFYING TRANSACTION
Not for distribution to U.S. newswire services or for dissemination in the United States of America. Any
failure to comply with this restriction may constitute a violation of U. S. securities law.
Vancouver, British Columbia : December 22 , 201 7 – Margaux Red Capital Inc. (NEX-MXC.H)
(“Margaux” or the “ Company”) is pleased to announce that it has entered into a share exchange
agreement dated December 22, 2017 (the “Share Exchange Agreement”) with Sigma Lithium Resources
Inc. (“Sigma”) and the shareholders of Sigma pursuant to which, among other things, Margaux will
acquire all of the issued and out standing common shares of Sigma (“Sigma Shares ”) as Margaux’s
Qualifying Transaction (the “Proposed Transaction”). In addition and in connection with the Proposed
Transaction, Sigma will undertake a brokered private placement of subscription receipts, described in
more detail below, with a syndicate of agents that will be co -led by National Bank Financial Inc. and
Cormark Securities Inc. (the “Co-Lead Agents”) and will include Canaccord Genuity Corp.
The Proposed Transaction
Subject to regulatory and other required approvals, and the satisfaction of other conditions contained in
the Share Exchange Agreement, the Proposed Transaction will occur via an exchange of shares pursuant
to which Sigma ’s shareholders will receive common shares in the capital of Margaux (“Margaux
Shares”) in exchange for 100% of the Sigma Shares based on an exchange ratio that will result in holders
of Sigma Shares receiving such number of Margaux Shares (“Consideration Shares”) as will result in
the Consideration Shares comprising 99% of the outstanding Margaux Shares.
There are currently 50,400,000 Sigma Shares issued and outstanding. Sigma also has outstanding: (i)
$2,800,000 aggregate principal amount of convertible senior unsecured debentures (the “ Sigma
Debentures”); and (ii) 275,400 share purchase warrants (the “Sigma Warrants”). Subject to adjustment
in accordance with their terms, the Sigma Debentures will convert into an aggregate of 5,600,000 Sigma
Shares immediately prior to closing of the Proposed Transaction. Under the terms of the Share Exchange
Agreement, the Sigma Warrants, and any additional share purchase warrants of Sigma issued prior to
closing of the Proposed Transaction, will be exchanged for Margaux share purchase warrants on the same
terms (but applying appropriate extrapolations of the exchange ratio) at closing of the Proposed
Transaction.
Private Placement
In connection with the Proposed Transaction, Sigma will also undertake a brokered private placement (the
“Private Placement”) of subscription receipts (“Subscription Receipts”) through a syndicate led by the
Co-Lead Agents which is expected to close shortly prior to the closing of the Proposed Transaction. The
Private Placement is currently anticipated to be for aggregate gross proceeds of not less than $10,000,000
and the Subscription Receipts will be automatically exchanged into Sigma Shares immediately prior to
closing of the Proposed Transaction. The issue price of the Subscription Receipts will be determined by
Sigma and the Co-Lead Agents in the context of the market.
The proceeds of the Private Placement will be used for ongoing exploration and development of the
Sigma Lithium Project, described in more detail below, and for working capital and general corporate
purposes. Funds from the Private Placement will be held in esc row and will be released to Sigma if the
conditions precedent to completion of the Proposed Transaction have been satisfied . If such c onditions
are not satisfied by the date that is four months and a day following the closing of the Private Placement,
funds will be returned to the subscribers without deduction.
The Subscription Receipts will be offered on a marketed private placement basis pursuant to applicable
exemptions from prospectus requirements in Canada , the United State s and in jurisdictions outside of
Canada and the U.S., in each case in accordance with all applicable laws.
Sigma Lithium Resources Inc.
Sigma was incorporated under the Business Corporations Act (British Columbia) on April 13, 2017.
Sigma, through its wholly -owned subsidiary Sigma Mineração S.A. , is focused on developing its 100%
owned past -producing “Sigma Lithium Project ”, located in the state of Minas Gerais, Brazil. Sigma’s
property is being evaluated as a potential high grade, hard rock lithium mining prospect and the property
hosts numerous prospective lithium bearing pegmatites within its land package of over 15,000 hectares.
From August to December 2017, Sigma completed approximately 9,000 meters of drilling at several high
priority explorati on targets, which will be the subject of Sigma ’s initial National Instrument 43-101 –
Standards of Disclosure for Mineral Projects mineral resource estimate, the independent technical report
for which is expected to be completed during Q1 of 2018. Sigma has engaged and is working with SGS
Canada Inc. as the primary author of the technical report . Financial statements of Sigma are being
prepared for inclusion in the filing statement , described in more detail below , and have not yet been
reviewed by Margaux. KPMG LLP has been engaged as the auditor of Sigma. Sigma’s current strategy
consists of aggressively developing and advancing the ten lithium pegmatite targets on Sigma’s property.
A10 Investimentos Fundo de Investimento e m Participações Recursos Natur ais Capital Semente, a
Brazilian investment fund, currently holds a controlling interest in Sigma.
Margaux Red Capital Inc.
Margaux is a capital pool company incorporated under the provisions of the Canada B usiness
Corporations Act with its registered and head office in Vancouver, British Columbia . Margaux is a
“reporting issuer” in the provinces of British Columbia and Alberta.
The Proposed Transaction is an arm's length transaction subject to requisite regulatory approval,
including the approval of the TS X Venture Exchange (“ TSXV”). The parties will prepare a filing
statement in accordance with the rules of the TSXV, outlining the terms of the Proposed Transaction.
Margaux currently has 6,696,750 Margaux Shares issued and outstanding. Margaux does not inte nd to
seek shareholder approval for the Proposed Transaction in accordance with the rules of the TSXV.
Board of Directors and Management
Upon completion of the Proposed Transaction, subject to regulatory approval, the directors, senior
officers and insiders of Margaux are expected to be as follows:
Calvyn Gardner – Chief Executive Officer and Director – For nearly 20 years, Mr. Gardner has held
executive positions at global and junior mining companies such as Anglo American Group and Trans Hex
Group. Mr. Gardner also was a co- founder and managing partner of Hardac Investments, a private equity
firm focused on investing in junior mining companies in Africa. Hardac’s major co- investors included
Lazare Kaplan Internatio nal in New York (one of DeBeers’ largest customers in the US) and
Mvelaphanda Holdings (South Africa’s largest Black Economic Empowerment Group) in Johannesburg.
Mr. Gardner’s extensive global career also includes positions such as General Manager of Operations at
Highveld Steel and CEO at Trans Hex Group. Mr. Gardner has a n MBA as well as a Bachelor of Science
Degree in Electrical Engineering.
Marcelo Paiva – Chief Financial Officer – Mr. Paiva is a co -founder of A:10 Investimentos , a Braz il-
based mergers & acquisitions, financial advisory and asset management firm. Previously, Mr. Paiva was
Portfolio Manager at the Mittal Family Office, and a Vice President at the UK asset manager Millennium
Global in London. At Millennium Global , Mr. Paiva was also involved in the management of private
equity, equit y and fixed income investments for various portfolios run by the firm that totalled over
US$15 billion. Prior thereto , Mr. Paiva worked in the investment banking divisions of Credit Suisse in
London and UBS in New York. Mr. Paiva holds an MBA from INSEAD.
Alvaro Barbosa – Chief Legal Officer – Mr. Barbosa is a former partner of two of the largest law firms
in Latin America (Mattos Filho Advogados and Tozzini Freire Advogados) in M&A, Corporate Finance
and Corporate Matters (Corporate Law, Tax, Labo ur). Mr. Barbosa’s previous experience also includes
working as an associate at Skadden, Arps, Slate, Meagher & Flom LLP in New York City. Mr. Barbosa
has 30 years of experience in providing legal advice and consulting services; including intense activity in
M&A projects, capital markets-related activities, corporate finance and contractual negotiations.
Ana Cristina Cabral – Director – Ms. Cabral is a Managing Partner and co- founder of A:10
Investimentos, a Brazil-based mergers & acquisitions, financial advisory and asset management firm. Ms.
Cabral has 24 years of experience as a senior banker at global investment banks in New York, London
and Sao Paulo. Ms. Cabral is a former Head of Lat. Am. Capital Markets at Goldman Sachs in New York
and a former Managing Director at the firm. Ms. Cabral has been involved in a large number of
transactions over her career , totaling more than US$100 billion, five of which won the prestigious IFR
“Deal of the Year” award, including the privatization of Vale in 1996 and the acquisition of Inco by Vale
in 2006. Ms. Cabral has an MBA degree from Columbia Business School and a Master in Finance degree
from London Business School. Ms. Cabral serves on the Advisory Board of Columbia University Global
Centers and is a board member of The American School of Sao Paulo.
Tadeu Carneiro – Director – Prior to retiring in 2017, Mr. Carneiro was CEO of CBMM (the largest
producer of Niobium in the world) since 2008. Mr. Carneiro l ed CBMM through a critical period, where
it brought in international partners, doubled its production capacity, and diversified its activities into rare
earths. In 2017, Mr. Carneiro retired from CBMM, after having spent his entire career in the company,
joining immediately after graduate school in 1988. At CBMM, Mr. Carneiro became one of the world’s
most prominent experts in niobium and rare earths. Mr. Carneiro has developed an extensive body of
work focusing on niobium applications in superconductivity, niobium-nickel super-alloys, niobium-based
metallic alloys and special oxides. In his retirement, Mr. Carneiro will be joining MIT in Boston as a
professor.
Itamar Resende – Director – Mr. Resende has over 32 years of experience as a CEO and senior executive
in the mining sector in Brazil. Mr. Resende has spent most of his career at AMG Advanced Metallurgical
Group in both London and Brazil (1985 – 2013), culminating with taking the helm of the company as
CEO. Mr. Resende led the development and production of the Mibra project in Brazil, one of the largest
tantalite producers in the world. Mr. Resende is also the f ormer CEO of Mineracao Taboca/Minsur
Group in Brazil. Currently, Mr. Resende is a consultant to Taboca/Minsur and a founding partner of
I9ATIOM³, (Insti tute for innovation and technology in the production of metals and materials). Mr.
Resende has a Master in Electrometallurgy Degree from UFRJ and a Bachelor in Metallurgical
Engineering Degree from Universidade Federal de Ouro Preto (1978 – 1982).
Trading Halt
Trading in the Margaux Shares has been halted and may remain halted pending the review of the
Proposed Transaction by the TSXV . There can be no assurance that trading in the Margaux Shares will
resume prior to the completion of the Proposed Transaction.
Sponsorship
Sponsorship of the Proposed Transaction is required unless an exemption is available or a waiver from
this requirement can be obtained in accordance with the policies of the TSXV. Margaux intends to apply
for a waiver to the sponsorship requirement in light of the Private Placement being brokered. There is no
assurance that a waiver from this requirement will be granted.
Significant Conditions to Completion of the Proposed Transaction
Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to:
(a) closing conditions customary to transactions of the nature of the Proposed Transaction; (b) approvals
of all regulatory bodies having jurisdiction in connection with the Proposed Transaction; (c) TSXV
regulatory approval; and (d) the completion of the Private Placement . There can be no assurance that
the Proposed Transaction will be completed as proposed or at all.
For further information, please contact:
Margaux Red Capital Inc.
Steve Bajic
President
(604) 288-8950
Investors are cautioned that, except as disclosed in the filing statement to be prepared in connection with
the Proposed Transaction, any information released or received with respect to the Proposed Transaction
may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool
company should be considered highly speculative.
This press release does not constitute an offer of the securities of the Company for sale in the United
States. The securities of the Company have not been registered under the United States Securities Act of
1933, (the “ 1933 Act ”) as amended, and may not be offered or sold within the United States absent
registration or an exemption from registration under the 1933 Act. This press release shall not constitute
an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any
state in which such offer, solicitation or sale would be unlawful.
The TSXV has in no way passed upon the merits of the Proposed Transaction and has neither approved
nor disapproved the contents of this news release.
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the
TSXV) accepts responsibility for the adequacy or accuracy of this news release.
Cautionary Note Regarding Forward-Looking Statements
This news release contains forward -looking statements relating to the Proposed Transaction, including
statements regarding timing for closing of the Private Placement, the use of proceeds of the Private
Placement, the exchange of Subscription Receipts, the receipt of all necessary regulatory and other
approvals and satisfaction of all other closing conditions i n connection with the Proposed Transaction
and other statements that are not historical facts. Readers are cautioned not to place undue reliance on
forward-looking statements, as there can be no assurance that the plans, intentions or expectations upon
which they are based will occur. By their nature, forward -looking statements involve numerous
assumptions, known and unknown risks and uncertainties, both general and specific, that contribute to
the possibility that the predictions, forecasts, projections and other forward -looking statements will not
occur, which may cause actual performance and results in future periods to differ materially from any
estimates or projections of future performance or results expressed or implied by such forward -looking
statements. These assumptions, risks and uncertainties include, among other things: the risk that the
Proposed Transaction will not be completed or that the necessary approvals and/or exemptions are not
obtained or some other condition to the closing of the Proposed Transaction will not be satisfied; the risk
that closing of the Proposed Transaction could be delayed if Margaux and Sigma are not able to obtain
the necessary approvals on the timelines planned; the risk that the Private Placement will not be
completed, the timing of obtaining required approvals, closing conditions for the Proposed Transaction,
state of the economy in general and capital markets in particular, investor interest in the business and
future prospects of Margaux and Sigma.
The forward- looking statements contained in this news release are made as of the date of this news
release. Except as required by law, Margaux and Sigma disclaim any intention and assume no obligation
to update or revise any forward-looking statements, whether as a result of new information, future events
or otherwise, except as required by applicable securities law. Additionally, Margaux and Sigma
undertake no obligation to comment on the expectations of, or statements made, by third parties in
respect of the matters discussed above.