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McFarlane Lake Mining Limited — M&A Activity 2022
Jan 12, 2022
48094_rns_2022-01-12_462397f4-4bf8-4638-b5e4-31f31858e10b.pdf
M&A Activity
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1287401 B.C. LTD. SIGNS DEFINITIVE AGREEMENT TO COMPLETE ITS PREVIOUSLY ANNOUNCED BUSINESS COMBINATION WITH MCFARLANE LAKE MINING INCORPORATED
Vancouver, BC ( January 12, 2022) – 1287401 B.C. Ltd. (“ 128 ” or the “ Company ”) is pleased to announce that it has entered into a business combination agreement (the “ Agreement ”) with McFarlane Lake Mining Incorporated (“ McFarlane ”), a privately held company existing under the laws of Ontario, and 1000034047 Ontario Inc. (“ Subco ”), a wholly owned subsidiary of 128 existing under the laws of Ontario, pursuant to which 128, McFarlane and Subco have agreed to complete a transaction that will result in a reverse-takeover of 128 by the current shareholders of McFarlane and Subco (the “ RTO ” or “ Transaction ”). The Agreement was negotiated at arm’s length and is dated January 12, 2022. The closing of the Transaction is expected to occur on or about January 14, 2022 and will be subject to a number of terms and conditions including the receipt of all necessary regulatory and third-party consents and approvals. 128 and McFarlane are not related parties.
Mark Trevisiol, chief executive officer of McFarlane stated, “entering into this Agreement with 128 represents a significant milestone for McFarlane in its ongoing journey to become a publicly traded mineral exploration company in Canada. 128 has been great to work with throughout the course of this journey and we look forward to working hard to complete the business combination in the near future.”
About 1287401 B.C. Ltd.
128 was incorporated under the Business Corporations Act (British Columbia) on February 3, 2021. 128 is a reporting issuer under the securities laws of the jurisdictions of Alberta and British Columbia. None of its securities, are listed or posted for trading on any stock exchange and no public market exists for any securities of 128. Additional information on 128 can be found by reviewing its profile on SEDAR at www.SEDAR.com.
About McFarlane Lake Mining Incorporated
McFarlane is a private mineral exploration company incorporated under the Business Corporations Act (Ontario) on August 21, 2020. McFarlane has entered into a definitive purchase agreement dated effective December 30, 2021 with Canadian Star Minerals Ltd. (“ CSM ”) to purchase all of CSM’s right, title and interest in the High Lake mineral property located immediately east of the Ontario-Manitoba border, the West Hawk Lake mineral property located immediately west of the Ontario-Manitoba border and the McMillan mineral property located 13km south of Espanola . In addition, McFarlane holds options to purchase the Michaud/Munro mineral property and the Mongowin mineral property.
About 1000034047 Ontario Inc.
Subco is a private company incorporated under the Business Corporations Act (Ontario) on November 23, 2021, for the purpose of completing the Transaction.
Terms of the Transaction
It is currently anticipated that the Transaction will be completed by way of a three-cornered amalgamation (the “ Amalgamation ”).
There are currently an aggregate of 3,750,000 outstanding common shares in the capital of 128 (each, a “ 128 Share ”), 75,582,313 common shares in the capital of McFarlane (each, a “ McFarlane Share ”) and 65,600 common shares in the capital of Subco. Additionally: (i) McFarlane has 4,173,406 share purchase
warrants outstanding (the “ McFarlane Warrants ”), with each McFarlane Warrant being exercisable into one McFarlane Share at an exercise price of $0.60 for a period of 36 months from the date of issuance thereof; and (ii) Subco has 32,750 share purchase warrants outstanding (the “ Subco Warrants ” and together with the McFarlane Warrants, the “ Warrants ”), with each Subco Warrant being exercisable into one Subco share (each a “ Subco Share ”) at an exercise price of $0.60 for a period of 36 months from the date of issuance thereof. Pursuant to the Definitive Purchase Agreement, McFarlane (or the Resulting Issuer, as defined below) will issue an aggregate of 5,625,000 McFarlane Shares or Resulting Issuer shares, as the case may be, upon transfer of legal title of the leases comprising the High Lake and West Hawk Lake mineral properties.
In connection with the proposed Transaction, among other things: (i) McFarlane and Subco will amalgamate pursuant to the provisions of the Business Corporations Act (Ontario) and continue operating under the name “McFarlane Lake Mining Incorporated” (“ Amalco ”); (ii) each Subco Share will be exchanged for one fully-paid and non-assessable 128 Share; (iii) each McFarlane Share will be exchanged for one fully-paid and non-assessable 128 Share; (iv) as consideration for the issuance of the 128 Shares to effect the Amalgamation, 128 will receive one common share of Amalco for each 128 Share issued to holders of McFarlane Shares and Subco Shares; (v) each Subco Share issued to 128 on incorporation will be cancelled; (vi) Amalco will be a wholly-owned subsidiary of 128; and (vi) 128 will change its name to “McFarlane Lake Mining Limited” (the “ Resulting Issuer ”). In connection with completion of the Transaction, 128 will issue approximately 4,206,156 warrants to existing holders of McFarlane Warrants and Subco Warrants. 128 has obtained the approval of its shareholders to continue to Ontario from British Columbia. Such continuance is subject to the receipt of all regulatory approvals, and if completed is expected to occur following completion of the Transaction.
Concurrently with the completion of the Transaction, the Resulting Issuer will: (i) grant an aggregate of 5,500,000 replacement options to the directors and officers of McFarlane, to purchase common shares (the “ Option Shares ”) of the Resulting Issuer, exercisable at a price of $0.10 per Option Share until May 31, 2026; and (ii) issue 834,575 replacement broker warrants and 262,500 replacement advisory warrants to Canaccord Genuity Corp. (“ Canaccord ”) on the same terms and conditions as the broker warrants and advisory warrants issued to Canaccord for services provided in connection with McFarlane’s previously completed brokered and non-brokered offerings of units and flow-through common shares (together, the “ Offerings ”) (see 128’s press release dated December 10, 2021 for further information regarding the Offerings).
The proposed Transaction is subject to requisite regulatory approvals and standard closing conditions, as well as the conditions described herein. Upon completion of the Transaction, it is the intention of the parties that the Resulting Issuer will continue to focus on the current business and affairs of McFarlane.
Board of Directors and Executive Management of the Resulting Issuer
It is expected that upon completion of the Transaction, the Resulting Issuer will have a board of seven (7) individuals, all of whom have been nominated by McFarlane. As of the date hereof, and subject to regulatory approval, McFarlane anticipates that the Resulting Issuer will have the following officers and directors:
| Name and Municipality of Residence |
Proposed Position with the Resulting Issuer |
Biographical Information |
|---|---|---|
| Mark Trevisiol Sudbury, Ontario |
Chief Executive Officer and Director |
Mr. Trevisiol is a professional engineer with 30 years of experience in mineral processing, mining, capital projects and executive management. Mr. Trevisiol spent over 20 years with Glencore predecessor companies Falconbridge Ltd. and Xstrata Nickel, where he was General Manager of Business Development and Strategy, General Manager of the Sudbury Smelter Business Unit, Manager of Smelter Operations and Superintendent of the Kidd Creek Zinc Plant. More recently, Mark held a number of executive leadership and board positions, including CEO positions at Crow flight Minerals and Silver Bear Resources. During his career, Mr. Trevisiol has had responsibility in mining and mineral processing for teams of up to 300 people, with responsibility for operations, safety & environment, custom feed, engineering, maintenance and technology.. He has worked across several commodities, including nickel, cobalt, zinc, copper, lithium, gold, and silver. Mr. Trevisiol holds an Engineering degree from the University of Waterloo. |
| Charles Lilly Sudbury, Ontario |
Chief Financial Officer, Corporate Secretary and Director |
Mr. Lilly is a partner in the public accounting firm of Sostarich, Ross, Wright & Cecutti, LLP. He has a B. Comm from Laurentian University, where he graduated Summa Cum Laude, and an M.B.A. from the University of Toronto. Mr. Lilly has served as an officer or a director of a number of public corporations listed on the Toronto Stock Exchange and the Toronto Venture Stock Exchange. |
| Roger Emdin Sudbury, Ontario |
Chief Operating Officer and Director |
Mr. Emdin is a Professional Mining Engineer with more than 30 years of global experience in Operations, Projects, Engineering and Sustainable Development in both base metal and gold mining environments. Mr. Emdin started out in gold with the Dome and Canamax Resources in Ontario before turning to base metals in Zambia, returning to Canada but working globally as a consultant. Joined Glencore (Falconbridge) filling various roles including, Engineering Superintendent, Mine Manager (Craig & Nickel Rim South) and of Manager Sustainable Development for Sudbury Operations before comingback togold in 2015 |
| as the Vice President of Operations for Harte Gold. Mr. Emdin served as the Industry Co-Chair for the Mining Legislative Review Committee for 7 years, was active in the Ontario Mining Association and served as the Chair of the Board of Directors for the Centre for Excellence in Mining Innovation (CEMI). Mr. Emdin also participated with the Ontario government as a member of the Advisory Group to the Mining Health and Safety Prevention Review and was a member of the Board for Cambrian College for six years including roles of Chair of the Audit Committee andChair. |
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|---|---|---|
| Perry Dellelce Toronto, Ontario |
Director | Mr. Dellelce is a founder and the managing partner of Wildeboer Dellelce LLP, one of Canada’s leading corporate finance and transactional law firms. Mr. Dellelce practices in the areas of securities, corporate finance and mergers and acquisitions. Mr. Dellelce serves on the boards of many of Canada’s leading businesses, including but not limited to, Mount Logan Capital Inc. and Lendified Inc. Mr. Dellelce is the past chair and a current member of the board of directors of the Sunnybrook Foundation and the current chair of the NEO Exchange Inc. and Canadian Olympic Foundation. Mr. Dellelce holds a BA from Western University, a LLB from the University of Ottawa and a MBA degree from the University of Notre Dame. |
| Amanda Fullerton Toronto, Ontario |
Director | Ms. Fullerton has been the Vice-President, Legal & Corporate Secretary of Gran Colombia since March 25, 2019. She has also been the Corporate Secretary at Denarius Silver Corp. since February 2021. She was a Vice President, Legal (and prior thereto, Associate, Legal) of Macquarie Capital Markets Canada Ltd. from March 24, 2014, to March 22, 2019. Prior thereto, Ms. Fullerton was an associate with Fasken Martineau DuMoulin LLP from September 2008 to March 2011 and MacLeod Dixon LLP (now Norton Rose Fulbright LLP) from March 2011 to March 2014 and practiced in the areas of corporate finance, mergers and acquisitions and corporate/commercial law, focusedprimarilyon the miningindustry. |
| Guy Mahaffy Sudbury, Ontario |
Director | Mr. Mahaffy is the managing director of W.G. Mahaffy Ltd., a financial advisory firm. He holds the professional designations of chartered accountant, chartered professional accountant and chartered financial analyst. He has over 25 |
| years of experience, with the past 15 years focused on the junior resource sector. He has served as an officer and director of mineral resources exploration companies on both the Toronto Stock Exchange and the TSX Venture Exchange, including previously having served as a director and as the chief financial officer of the ManitouGold Inc. fromJune 2009toJune,2012. |
||
|---|---|---|
| Fergus Kerr Lively, Ontario |
Director | Mr. Kerr is a Professional Mining Engineer and is currently self employed as a consultant. Mr. Fergus Kerr is a graduate of the Royal School of Mines and a mining engineer with over 35 years of experience, including 14 years at Denison Mine’s Elliot Lake uranium mine, where he served as General Manager for five years. Subsequent to Denison, Mr. Kerr served as Sector Director at Workplace Safety & Insurance Board, and Mine Manager, Sudbury Operations at Inco LLC Area Manager at Inco’s Sudbury operations. Mr. Kerr is sought after health and safety specialist consulting globally with recent assignments in Mongolia, Indonesia and Australia. |
| Robert Kusins Worthington, Ontario |
Vice President, Geology | Mr. Kusins B.Sc., P Geo has over 35 years of mining, exploration and consulting experience. Mr. Kusins has spent his career involved with exploring, developing, validating and mining of a number of deposits including the Golden Giant Mine (Newmont Canada), Holloway Mine (Newmont Canada), Tundra Project (Noranda), Timmins West Mine Complex (Lake Shore Gold – Pan American Silver) and most recently the Sugar Zone Mine (Harte Gold). Mr. Kusins has worked in the capacity of Chief Geologist, Chief Resource Geologist and Geology Manager at producing mines where he has co-authored several NI 43-101 Technical Reports. Previous to working for Harte, Mr. Kusins was employed by SRK as a Principal Consultant (Geology) in the Sudbury office. Proficient in GEOVIA GEMS with expertise in three-dimensional geological modeling, developing and managing exploration programs, data management and mineral resource estimation |
Conditions to the Transaction
Completion of the Transaction will be subject to a number of conditions of closing that are customary for a transaction of this nature, including, without limitation:
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128 shall obtain the requisite approvals in connection with the following matters: (i) the continuance of 128 from British Columbia to Ontario; (ii) a change of name to “McFarlane Lake Mining Limited” or such other name as may be requested by McFarlane and acceptable to applicable regulatory authorities (the “ Name Change ”); (iii) the split of the outstanding securities of 128 on the basis of 1.20967742 post-split 128 Shares for each one pre-split 128 Share; and (iv) the appointment of the directors of the Resulting Issuer to replace the current directors of 128 immediately following the completion of the proposed Transaction.
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The common shares of the Resulting Issuer having been conditionally approved for listing on the NEO Exchange Inc. (the “ NEO ”) (such conditional approval was obtained from the NEO on December 14, 2021).
Further Information
All information contained in this news release with respect to 128, McFarlane and Subco was supplied by the parties respectively for inclusion herein, and each party and its directors and officers have relied on the other party for any information concerning the other party.
For further information regarding the proposed Transaction, please contact:
1287401 B.C. Ltd.
James Ward [email protected]
McFarlane Lake Mining Incorporated
Mark Trevisiol [email protected]
CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION :
Certain statements and information contained herein may constitute “forward-looking statements” and “forward-looking information,” respectively, under Canadian securities legislation. Generally, forwardlooking information can be identified by the use of forward-looking terminology such as, “expect”, “anticipate”, “continue”, “estimate”, “may”, “will”, “should”, “believe”, “intends”, “forecast”, “plans”, “guidance” and similar expressions are intended to identify forward-looking statements or information. The forward-looking statements are not historical facts, but reflect the current expectations of management of the Company regarding future results or events and are based on information currently available to them. Certain material factors and assumptions were applied in providing these forward-looking statements. The forward-looking statements discussed in this press release may include, but are not limited to, information concerning the completion of the Transaction and the approval of the listing of the Resulting Issuer common shares on the NEO. Forward-looking statements regarding the Company are based on the Company’s estimates and are subject to known and unknown risks, uncertainties and other
factors that may cause the actual results, levels of activity, performance, or achievements of the Company to be materially different from those expressed or implied by such forward-looking statements or forwardlooking information, including capital expenditures and other costs. 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 and forward-looking information. The Company will not update any forward-looking statements or forward-looking information that are incorporated by reference herein, except as required by applicable securities laws.
This press release is not an offer of the securities for sale in the United States. The securities have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an exemption from registration. 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.
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