BIG Dougie Capital Corp. Announces Closing of Qualifying Transaction
BIG DOUGIE CAPITAL CORP. ANNOUNCES CLOSING OF QUALIFYING
TRANSACTION
CALGARY, AB, October 8, 2020 /CNW/ - Big Dougie Capital Corp. (“Big Dougie”) (TSXV: STUV.P)
is pleased to announce that on October 2, 2020, it closed its previously announced "Qualifying
Transaction" (“QT”), as defined by Policy 2.4 of the TSX Venture Exchange (the “Exchange”) with
Compañía Recursos Andina Limitada (“Andina”) whereby Big Dougie has acquired 99.9% of the
partnership interest of Andina, a company that holds a 100% interest in a promising gold, silver, copper
and cobalt property in northern Chile (the “ Coba Property”). Big Dougie is in the process of filing the
final documents with the Exchange in order to secure issuance of the Exchange’s final bulletin enablin g
Big Dougie’s common shares to recommence trading under the symbol “STUV". The particulars of the
QT, including information on the Coba Property, were the subject of Big Dougie’s Filing Statement dated
August 28, 2020 which has b een filed on S EDAR (www.sedar.com) (See Big Dougie’s press releases
dated August 28, 2020 and August 31, 2020).
Big Dougie was formed as a “capital pool company” by certain of Doug Stuve’s close friends to honour
Doug’s memory after his passing in late 2018. Doug was a father, husband, lawyer and raconteur who is
dearly missed by his many friends and family. Doug led an illustrious career dedicated to the legal
profession and specifically to the Canadian junior c apital markets. It was the collective goal of the
company’s founders to identify and complete a transaction that would stand the test of time. The directors
considered many options and agreed on the acquisition of the Coba Property, a mining project in Chile in
an area with a remarkable past production history that , in their view, holds tremendous long-term
potential.
Al Kroontje, Chief Executive Officer of Big Dougie, stated, “Today is a proud milestone for our group. It
was very important to identify a project which we could leverage the history and skill set of Big Dougie’s
founders on an asset that can be a building block in the creation of long term value for our shareholders ,
and honouring the memory of Doug. While we have considerable tasks ahead of us, the entire founding
group is committed to Big Dougie’s success. In our opinion, the Coba Property represents a wonderful
opportunity to build a significant mining operation in a country regarded as a top mining district of the
world, exhibiting the combination of extraordinary resource potential together with political stability.”
Andina, now 99.9% owned by Big Dougie, owns a 100% interest in the Coba Property which is located in
the historic Carrizal Alto mining district of Chile. From 1890 to 1910, high grade run of mine production
from the camp was shipped directly from Chile to Britain for processing. Production grades cannot be
confirmed in compliance with the requirements of National Instrument 43-101 but have been reported to
have graded from 5 - 65 g/t gold, 3 – 12% copper and 0.3 – 1.3% cobalt. Therefore, Big Dougie’s first
priority will be to obtain samples from the workings in existing mine shafts together with preformi ng a
geophysical survey over the extensive strike length of veins that are evident at surface. In the southern
part of the claims, two fault systems are shown to intersect. Surface sampling over that area and several
other areas returned grades of up to 9.8 g/t gold, 5% copper, 12.5 g/t silver and 1% cobalt. Historical
reporting indicates that grades increase with depth, production in area mines having been reported to have
commenced from surface and continued in high grade mineralization to depths of 48 0 meters which
remains open at depth.
Big Dougie intends to immediately commence the first phase of the exploration program detailed in the
Filing Statement. That will involve evaluating water levels from surface flooding in two existing shafts
on the cla ims as well as conducting a sampling program from within those shafts , to the extent
possible. It is intended that a geophysical program including an induced polarization survey will begin
almost immediately – to be followed up by a drilling program targe ting deeper sections of the
mineralization evident at surface.
Commenting on the Coba Property, Terence Walker, Big Dougie’s incoming VP of Exploration,
remarked, “I am very much looking forward to our upcoming exploration programs which have been
designed to substantiate the upside of the Coba Property”.
Terence Walker is a seasoned exploration geologist who has been resident in Chile for 29 years and has
been involved in the exploration of numerous properties during that tenure , including the main histo ric
producers in the Carrizal Alto camp.
Qualifying Transaction
The QT was completed by way of a share exchange agreement (the "Share Exchange Agreement")
pursuant to which Big Dougie acquired 99.9% of the issued and outstanding units of Andina from the
Compania Minera Auberon SpA (“Auberon”) and Inversiones Romelio SpA (“Romelio”) in exchange
for the payment by Big Dougie of USD $500,000 and the issuance of an aggregate 50,000,000 common
shares of Big Dougie (each, a “Common Share”) at a deemed price of $0.055 per share.
Private Placement
Concurrently with the completion of the QT, Big Dougie completed a non -brokered private placement of
21,695,458 Common Shares at a price of $0.055 per Big Dougie Common Share for aggregate gross
proceeds to Big Dougie of $1,193,250 (the “Private Placement”).
Under the Private Placement, Big Dougie paid aggregate cash finder's fees of $ 10,972.50 and issued an
aggregate of 199,500 broker warrants exercisable for one Common Share for one year at a price of $0.055
per share.
Directors and Officers
Following completion of the Qualifying Transaction, the officers and directors of Big Dougie are as
follows:
Al Kroontje Chief Executive Officer, Corporate Secretary and Director
Dale Burstall Director
Terence Walker Vice-President Exploration and Director
Jeff Graw Director
Jana Lillies Chief Financial Officer
Option Grants
Big Dougie also announces the granting of stock options to purchase 3,850,000 Common Shares to
directors, officers, employees and consultants subject to regulatory and TSX Venture Exchange approval
(the “Option Grant”). The options were issued with an exercise price of $0.07 per share, vest as to one -
third (1/3) immediately and one-third (1/3) on each of the first and second anniversaries of the grant date
and have a ten-year term from the date of issuance.
Early Warning Reports
In connection with the QT, Private Placement and Option Grant , each of Auberon, Romelio and Al
Kroontje acquired ownership, control or direction over Common Shares requiring disclosure pursuant to
the early warning requirements of applicable securities laws.
Prior to the completion of the QT, Auberon had no ownership of, or exercised control or direction over,
any voting or equity securities of Big Dougie. In connection with the QT, Auberon acquired ownership of
30,000,000 Common Shares (representing approximately 35.84% of the issued and outstanding Common
Shares on a non-diluted basis).
Prior to the completion of the QT, Romelio had no ownership of, or exercised control or direction over,
any voting or equity securities of Big Dougie. In connection with the QT, Auberon acquired ownership of
20,000,000 Common Shares (representing approximately 23.90% of the issued and outstanding Common
Shares on a non-diluted basis).
Prior to the completion of the Private Placement and Option Grant , Al Kroontje had ownership of, or
exercised control or direction over 1,111,000 Common Shares. In connection with the Private Placement,
Al Kroontje acquired owner ship of 3,020,000 Common Shares and the option to acquire 950,000
Common Shares directly and 9,598,181 Common Shares indirectly through Tailwind Capital Partners
Inc., a corporation controlled by Mr. Kroontje . Assuming the exercise of the entire option held by Mr.
Kroontje, he will own 14,679,181 Common Shares representing 17.34% of the issued and outstanding
Common Shares (assuming exercise of all 950,000 Common Shares pursuant to the Option Grant).
Auberon and Romelio each acquired the Common Shares in connection with the QT. Al Kroontje
acquired the Common Shares in connection with the Private Placement and the Option was granted to Mr.
Kroontje as part of the compensation program of Big Dougie. Each of Auberon, Romelio and Mr.
Kroontje: (i) h olds the Common Shares for investment purposes; and (ii) does not have any current
intentions to increase or decrease its beneficial ownership or control or direction over any additional
securities of the Company. Each of Auberon, Romelio and Mr. Kroontje may, from time to time and
depending on market and other conditions, acquire additional Common Shares through market
transactions, private agreements, treasury issuances, convertible securities or otherwise, or may sell all or
some portion of the Common Shares they each own or control, or may continue to hold the Common
Shares.
Qualified Person
The technical information contained in this news release has been reviewed and approved by Terence
Walker, P. Geo, a "Qualified Person" within the meaning of National Instrument 43-101.
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN
THE UNITED STATES
Cautionary Note Regarding Forward-Looking Statements
This news release includes certain "forward -looking statements" under applicable Canadian securities
legislation. Forward-looking statements include, but are not limited to , obtaining the final bulletin from
the Exchange, the business and operations of Big Dougie after completion of its Qualifying Transaction,
commencement of exploration plans including details of those planned operations . Forward -looking
statements are necessarily based upon a number of estimates and assumptions that, while considered
reasonable, are subject to known and unknown risks, uncertainties and other factors which may cause the
actual results and future events to differ materially from those expressed or implied by such forward -
looking statements. Such factors include, but are not limited to: general business, economic, comp etitive,
political and social uncertainties; delay or failure to receive board, shareholder or regulatory approvals;
the price of gold , silver, copper and cobalt; and the results of exploration programs. There can be no
assurance that such statements will prove to be accurate, as actual results and future events could differ
materially from those anticipated in such statements. Accordingly, readers should not place undue
reliance on forward -looking statements. Big Dougie and Andina disclaim any intention or obligation to
update or revise any forward-looking statements, whether as a result of new information, future events or
otherwise, except as required by law.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the completed qualifying
transaction and has neither approved nor disapproved the contents of this news release.
For further information, please contact:
Al Kroontje
Calgary, Alberta
E mail: [email protected]
Cell: 403-607-4009