/NOT FOR DISTRIBUTION TO U.S. NEWS WIRE
SERVICES OR DISSEMINATION IN THE UNITED
STATES/
VANCOUVER, March 16, 2018 /CNW/ - Pacific Topaz Resources
Ltd. ("Pacific" or the "Company") (TSXV: PPZ.H) is
pleased to announce that it has signed an arm's length non-binding
letter of intent dated March 13, 2018
(the "LOI) with Western Atlas Resources Inc. ("Western
Atlas" or "WA") to effect a business combination.
Western Atlas is a privately held mineral exploration company based
in British Columbia, and holds the
rights to a package of mineral claims located in the Meadowbank and
Committee Bay regions of Nunavut,
Canada. Certain of Western Atlas's fully-permitted and
drill-ready claims are continguous with Agnico Eagle's Meadowbank
project.
The LOI sets out the principal terms and conditions upon which
Pacific and Western Atlas will complete a business combination (the
"Transaction") pursuant to which Pacific will acquire 100%
of the shares of Western Atlas via a reverse take-over. The
shareholders of Western Atlas will become shareholders of Pacific,
a publicly traded TSX-V listed company. The resulting company
shall carry on the current business of Western Atlas (the
"Resulting Issuer"). The Transaction is subject to, among
other things, completion of a Financing (defined below).
Subject to the receipt of all necessary regulatory and shareholder
approvals, closing (the "Closing") of the Transaction is
expected to occur within 50-75 days.
The Transaction will be effected by way of a plan of arrangement
or a "three-cornered" amalgamation under which securityholders of
Western Atlas will exchange their securities of Western Atlas for
securities of Pacific on the currently anticipated exchange ratio
of 1.2410 post-consolidation Pacific shares for each Western Atlas
share held. Prior to effecting the share exchange ratio, Pacific
shall also effect a share capital consolidation on a 2:1 basis (the
"Consolidation"). Participants in the Financing will
subscribe for Pacific shares. On completion of the Transaction,
Western Atlas will be a wholly-owned subsidiary of the Resulting
Issuer. On Closing the name of Pacific will be changed to Western
Atlas's current name or another name acceptable to both
parties.
All options and warrants and other securities entitling holders
to acquire common shares of Western Atlas shall be proportionately
exchanged for like securities of the Resulting Issuer (the
"Replacement Securities") on a proportional basis to the
ratio at which Western Atlas shares are being exchanged for
Resulting Issuer shares under the Transaction. The parties
are expecting to apply for a sponsorship and shareholder approval
waiver as part of the filing with the TSX V. Shareholder
approval will not be required according to TSXV Policy 5.2;
as the transaction is not a Related Party Transaction and no other
circumstances exist which may compromise the independence of the
Company or other interested parties; the Company is listed on NEX
and shareholder approval of any aspect of the RTO is not required
under applicable corporate laws and is not required under
applicable Securities Laws.
Proposed Financing:
Pacific will complete a private placement financing (the
"Financing") of subscription receipts ("Subscription
Receipts") at a post-Consolidation price of C$0.20 per subscription receipt for aggregate
gross proceeds of not less than C$3,000,000. Subscription Receipts will be
exchangeable for either:
(a) a flow-through share ("FT
Share"), exchangeable into one flow-through common share of the
Resulting Issuer; or
(b) a non-flow-through unit
("Subscription Unit"), exchangeable into a unit of the
Resulting Issuer, which is further exchangeable into one
non-flow-through share plus one-half of a non-flow-through warrant,
with each such whole warrant entitling the holder to purchase one
share of the Resulting Issuer at C$0.30 for 24 months.
It is anticipated that a portion of the Resulting Issuer shares
may be subject to a voluntary escrow or the escrow requirements of
the TSX Venture Exchange ("TSXV"), or any combination
thereof.
The board of directors of the Resulting Issuer will comprise 4
board members, each of whom will be nominees of WA. The
proposed directors, further details of whom will be set out in a
management information circular to be distributed by the Company,
are:
- Fabio Capponi, proposed Director
& CEO - Over 14 years of experience and a successful
track-record in creating, structuring and selling natural resources
companies worth over $5 billion
working in Europe and both North
and Latin America. Mr. Capponi is
the founder of WAR, and was Co-Founder of CB Gold Inc. where he
also served as President and CEO from 2009 to 2015 (CB Gold was
acquired by Red Eagle Mining in December
2015). Prior to that Mr. Capponi was with Endeavour
Financial and has covered the Director and Management positions
with private companies. Mr. Capponi holds a master's degree in
economics and business administration from the LUISS Guido Carli
University of Rome, Italy.
- José Francisco Arata, proposed
Director - Over 30 years of experience in exploration, developing
and production of mineral and hydrocarbons projects having started
his career with Petróleos de Venezuela, S.A., the Venezuelan-state owned
oil and natural gas company. Mr. Arata has been co-founding partner
and board member of several companies listed in the Toronto Stock
Exchange, dedicated to mineral and hydrocarbon exploration and
production in different Latin
America countries. Among those companies was Pacific
Rubiales Energy Corp. (now Frontera Energy Corporation), where he
was President and Executive Director since its formation in 2003
until July 2015, Gran Colombia Gold
Corp., Medoro Resources Ltd., and Bolivar Gold Corp. Mr. Arata has
a Degree in Geology from the University of Turin, Italy and a Degree in Geological
Engineering from the Central University of Venezuela. Mr. Arata is member of the
following professional associations: Colegio de Ingenieros de
Venezuela, Asociación Colombiana
de Geólogos, Society for Mining Metallurgy and Exploration,
Prospectors and Developers Association of Canada, Society of Exploration Geophysicists,
Sociedad Venezolana de Geólogos, and Asociación Venezolana de
Geofísicos.
- Michael Galego Dacosta, proposed
Director - Over 10 years of M&A and corporate finance
experience and currently serves as Chief Executive Officer of the
Stronach Group's Agricultural Division and has been a Director at
International Cannabis Corporation (TSXV – ICC) and Apolo
Acquisition Corp. (TSXV – ACA) since November 2016 and May, 2017 respectively. Mr.
Galego is also on the board of directors of Trillium Gift of Life
Network and the Canadian Liver Foundation. Mr. Galego is a graduate
of York University with Hons. B.A., and
the University of Windsor with
LL.B.
- Serafino Iacono, proposed
Director - over 30 years of experience in the financing and
development of oil, mining and other resource projects in
Latin America, the United States and Europe and has raised more than $5 billion for numerous natural resource
projects. Mr. Iacono has been co-founding partner and board member
of several companies including Pacific Rubiales Energy Corp. (now
Frontera Energy Corporation) where he also served as Executive
Co-Chairman of the Board from 2008 to 2016, Medoro Resources Ltd.,
Gran Colombia Gold Corp., and Bolivar Gold Corp. Mr. Iacono
currently serves as Executive Chairman of PentaNova Energy Corp., a
director and Executive Co-Chairman of Colombia's largest gold producer, Gran
Colombia Gold, and as a director of US Oil Sands Inc. and was a
director and Co-Chairman of CGX Energy Inc. and PetroMagdalena
Energy Corp.
About Western Atlas
Western Atlas is a private company incorporated on October 9, 2013 under the BCBCA, and became
active in December 2016. Western
Atlas has one wholly-owned subsidiary, 5530 Nunavut Inc., which was
incorporated under the laws of Nunavut, and registered under the Business
Corporations Act (Northwest
Territories) on November 24,
2016. 5530 Nunavut Inc. holds Western Atlas's interest in
the Meadowbank and the Committee Bay mineral properties located in
Nunavut, Canada.
General Development of the Business
Western Atlas's Meadowbank and Committee Bay properties include
approximately 170,000 hectares of highly prospective and
strategically located mining claims. In the Meadowbank area,
Western Atlas's properties are along trend with Agnico Eagle's
Meadowbank gold mine, Amaruq's gold deposit, and Aura Silver's Greyhound deposit. In the
Committee Bay area, Western Atlas's properties are along trend with
Auryn Resource's Three Bluffs deposit. Please see Schedule A for
maps of Western Atlas's properties. Western Atlas's properties
benefit from existing local infrastructure and labour market. In
the Meadowbank area, Baker Lake
provides summer shipping access via Hudson Bay and year-round airport facilities.
Agnico Eagle maintains a 1,100m
gravel airstrip and 110km all-weather road, which passes through
certain of Western Atlas's claims, from Baker Lake to Agnico's mine site. In the
Committee Bay area, Baker Lake and
Rankin Inlet are hubs for mining
activities in the region, and Western Atlas looks forward to both
accessing and enhancing labour and employment opportunities in
these districts.
Goldcorp and Agnico Eagle have heavily invested in the junior
exploration companies operating in the area. In January 2017, Goldcorp invested over C$40M in Auryn Resources while Aura Silver's Greyhound project is optioned to
Agnico Eagle. In April 2017 Agnico
Eagle has completed over 1,500 metres of drilling program on
Aura Silver's Greyhound Project.
Western Atlas's Properties – Background
In December 2016, through
Discovery Mining Services Ltd., a full-service provider based in
Yellowknife, NWT, Western Atlas
began a staking program of approximately 58,000 hectares of mineral
claims in the area of Meadowbank, Nunavut, Canada ("Meadowbank Project" or
"Meadowbank mineral claims"). The staking of the Meadowbank mineral
claims was completed in two phases with the filing of the mineral
claims record applications before Indigenous and Northern Affairs
of Canada ("INAC") on January 1, 2017 and February 16, 2017 respectively.
In February 2017 Western Atlas,
through Discovery Mining Services Ltd., a full-service provider
based in Yellowknife, NWT, began a
staking program of approximately 114,000 hectares of mineral claims
in the area of Committee Bay, Nunavut,
Canada ("Committee Bay Project" or "Committee Bay mineral
claims"). The staking of the Committee Bay mineral claims was
completed in two phases with the filing of the mineral claims
record applications before INAC on March 3,
2017 and March 6, 2017,
respectively.
On January 26 and March 12, 2017, Western Atlas signed proposals
with Apex Geoscience Ltd., in order to provide services related to
geological data collection and for the application and process
management for land and water use permits for Western Atlas's
Meadowbank and Committee Bay mineral claims, respectively.
On April 25, 2017, Western Atlas,
through Apex Geoscience Ltd., signed a contract with Golder
Associates in order to start the archaeological assessment of the
Meadowbank mineral claims, as part of the process to obtain the
land and water use permits for the area.
On May 3, 2017 Western Atlas hired
Precision GeoSurveys Inc. ("Precision") in order to run
approximately 3,800 km of airborne geophysical survey of the
Meadowbank mineral claims, which was completed on June 1, 2017.
On May 19, 2017, Western Atlas
received the Land Use Permit from INAC, for its Meadowbank
Project.
On May 25, 2017, Western Atlas
signed a contract with Roscoe Postle Associates Inc. for the
completion of NI 43- 101 Technical Report on both the Meadowbank
and the Committee Bay Projects.
On June 23, 2017, Western Atlas
received the Land Use Permit from INAC, for its Committee Bay
Project.
On July 28, 2017, Western Atlas
received the water licence for 5530 Nunavut Inc. Meadowbank
Precious Metals project. The water licence was issued by the
Nunavut Water Board pursuant to its authority under Article 13 of
the Agreement between the Inuit of the Nunavut Settlement Area and
Her Majesty the Queen in Right of Canada (Nunavut Agreement).
On August 4, 2017, Western Atlas
completed a field geological program in the Meadowbank project area
comprising of geological and structural mapping, and rock and till
sampling of specific targets. In total, 140 grab, composite grab,
and chip samples were taken, with encouraging sampling results
returned values of up to 13.30 g/t Au. Samples were analyzed by
Activation Laboratories Ltd. (Actlabs) in Ancaster, Ontario and results released
September 12, 2017.
On September 8, 2017 Roscoe Postle
Associates Inc. (RPA) finalized the NI 43-101 Technical Report for
Western Atlas's Committee Bay area project. This report titled
"Technical Report on the Committee Bay Area Project, Nunavut
Territory, Canada", was prepared
and signed by Paul Chamois M.Sc., P.Geo., Principal Geologist at
RPA and a "qualified person" as defined in NI 43-101 independent of
Western Atlas and the Company. The Technical Report is available
for review on Company's website at www.westernar.com.
On September 13, 2017 Roscoe
Postle Associates Inc. (RPA) finalized the NI 43-101 Technical
Report for Western Atlas's Meadowbank area project. This report,
titled "Technical Report on the Meadowbank Area Project, Nunavut
Territory, Canada", was prepared
and signed by Paul Chamois M.Sc., P.Geo., Principal Geologist at
RPA and a "qualified person" as defined in NI 43-101 independent of
Western Atlas and the Company. The Technical Report is available
for review on the Company's website at www.westernar.com.
On September 19, 2017, Western
Atlas received the water license issued by the Nunavut Water Board
for its Committee Bay project.
On October 16, 2017 Western Atlas
completed an additional field program in the Meadowbank project
area comprising of rock and till sampling of specific targets. A
total of 45 grab, composite grab and chip samples were taken.
Samples are being analyzed by Activation Laboratories Ltd.
(Actlabs) in Ancaster,
Ontario.
On December 29, 2017 Western
Atlas's subsidiary, 5530 Nunavut Inc., submitted before the Nunavut
Impact Review Board (NIRB or Board), the Nunavut Inc.'s 2017 Annual
Report for the "Committee Bay" project (the "Submission" or the
"Report").
On January 3, 2018, the NIRB upon
review of the Western Atlas's Submission concluded that the Report
contained the information as required and that there are no
deficiencies to note.
On December 29, 2017 Western
Atlas's subsidiary, 5530 Nunavut Inc., submitted before the Nunavut
Impact Review Board (NIRB or Board), the Nunavut Inc.'s 2017 Annual
Report for the "Meadowbank Precious Metal Project" project and
for the "Committee Bay" project respectively (the "Submissions" or
the "Reports").
On January 2 and 3, 2018, the NIRB
upon review of the Western Atlas's Submissions concluded that the
Reports contained the information as required and that there are no
deficiencies to note.
Meadowbank Project
Unless otherwise stated, the information that follows relating
to the Meadowbank Project is derived from, and in some instances,
is an extract from, the Meadowbank Area Project, Technical Report
NI 43-101, prepared Paul Chamois, M.Sc. (A), P. Geo., Principal
Geologist with Roscoe Postle Associates ("RPA") on
September 15, 2017. Paul Chamois is a
"qualified person" and "independent" of PDQ as such terms are
defined in NI 43-101.
The Meadowbank Area Project, Technical Report NI 43-101 above
mentioned, will be readdressed to PPZ and filed under PPZ's SEDAR
profile shortly, and in any event, within 45 days of the date of
the release.
Property Description and Location
The Meadowbank Area Project consists of three non-contiguous
claim blocks located in the eastern part of the District of
Kivalliq, Nunavut Territory, approximately 29 km to 106 km north of
the settlement of Baker Lake and
280 km northwest of the town of Rankin
Inlet. All claim blocks "comprising the property are
accessible by an all-weather, private road linking Baker Lake to the Agnico Eagle Mines Limited's
("Agnico Eagle") Meadowbank Mine and Agnico Eagle's Amaruq deposit.
Permission is required from Agnico Eagle to use the Meadowbank Mine
road. Fixed-wing and helicopter charters may be arranged either
from Rankin Inlet, Nunavut, or
from Yellowknife, Northwest
Territories.
The claim blocks are located between 29 km and 106 km north of
Baker Lake. The three blocks are
centred at a point 82 km north of Baker
Lake at approximately 633,300mE, 7,200,000mN (NAD 83, Zone
14). The Project is located within 1:50,000 scale NTS map sheets
56D/12 (Whitehills Lake), 66A/09 (Halfway Hills), 66A/16 (Amarulik
Lake), and 66H/01 (unnamed).
Land Tenure
The Project consists of three non-contiguous blocks totalling 56
claims and covering an area of 57,844 ha. The Project claim blocks
are referred to as Area "A" or Block "A" consisting of 12 claims
totalling 10,046 ha, Area "B" or Block "B" consisting of 34 claims
totalling 39,127 ha, and Area "C" or Block "C" consisting of 10
claims totalling 8,671 ha.
Committee Bay Project
Unless otherwise stated, the information that follows relating
to the Committee Bay Project is derived from, and in some
instances, is an extract from, the Committee Area Project,
Technical Report NI 43-101, prepared Paul Chamois, M.Sc. (A), P.
Geo., Principal Geologist with Roscoe Postle Associates ("RPA") on
September 8, 2017. Paul Chamois is a
"qualified person" and "independent" of Petrodorado and Western
Atlas as such terms are defined in NI 43-101.
The Committee Area Project, Technical Report NI 43-101 above
mentioned, will be readdressed to PPZ and filed under PPZ's SEDAR
profile shortly, and in any event, within 45 days of the date of
the release.
Property Description and Location
The Committee Bay Project consists of three non-contiguous
blocks of claims located in eastern part of the Kitikmeot Region of
Nunavut, located approximately 430
km north of the town of Rankin
Inlet. The Project is only accessible by air. Fixed-wing and
helicopter charters may be arranged either from Rankin Inlet, Nunavut, or from Yellowknife, Northwest Territories (NWT).
The three claim blocks are located within a rectangular area
with east-west dimensions of 60 km and north-south dimensions of 85
km. The approximate centre of this rectangular area is located at
Universal Transverse Mercator (UTM) co-ordinates 7,362,000m N and 512,800m E (NAD 83, Zone 15N). The Project is
located within National Topographic System (NTS) 1:250,000 scale
map sheets 56K (Laughland Lake).
Land Tenure
The Project consists of three non-contiguous blocks totalling 95
claims and covering an area of approximately 114,355.5 ha. The
Project claim blocks are referred to in this report variously as
Area "A" or Block "A" consisting of 18 claims totalling 20,687.5
ha, Area "B" or Block "B" consisting of 47 claims totalling
56,518.0 ha, and Area "C" or Block "C" consisting of 30 claims
totalling 37,150.0 ha.
Financial Information Concerning Western Atlas
The following table sets out the selected financial information
regarding WA as at September 30, 2017
(audited). The selected information was prepared in
accountance with Internation Financial Reporting Standards.
|
|
|
|
As at September 30,
2017
|
Total
Assets
|
|
|
|
C$1,435,475
|
Total
Liabilities
|
|
|
|
C$23,570
|
Shareholders
Equity
|
|
|
|
C$1,411,905
|
About Pacific
The Company is publicly listed on the NEX board of the TSX
Venture Exchange under the symbol PPZ.H and its principal business
activity is the identification and evaluation of assets.
The address of the Company's registered and records office is
1500 – 1055 West Georgia St., Vancouver,
BC, V6E 4N7.
Cautionary Statement Regarding Forward-Looking
Information
This news release includes certain "forward-looking statements"
under applicable Canadian securities legislation that are not
historical facts. Forward-looking statements involve risks,
uncertainties, and other factors that could cause actual results,
performance, prospects, and opportunities to differ materially from
those expressed or implied by such forward-looking statements.
Forward-looking statements in this news release include, but are
not limited to, statements with respect to the terms and conditions
of the proposed Transaction; the Company's objectives, goals or
future plans; the receipt of the requisite approvals with respect
to the Transaction and the business and operations of the Company
following the completion of the Transaction. Forward-looking
statements are necessarily based on a number of estimates and
assumptions that, while considered reasonable, are subject to known
and unknown risks, uncertainties and other factors which may cause
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
and social uncertainties; litigation, legislative, environmental
and other judicial, regulatory, political and competitive
developments; delay or failure to receive board, shareholder or
regulatory approvals; those additional risks set out in Pacific's
public documents filed on SEDAR at www.sedar.com; and other matters
discussed in this news release. Although Pacific believes that the
assumptions and factors used in preparing the forward-looking
statements are reasonable, undue reliance should not be placed on
these statements, which only apply as of the date of this news
release, and no assurance can be given that such events will occur
in the disclosed time frames or at all. Except where required by
law, Pacific and WA disclaim any intention or obligation to update
or revise any forward-looking statement, whether as a result of new
information, future events, or otherwise.
Reader Advisory
Completion of the Transaction is subject to a number of
conditions, including but not limited to Exchange acceptance and
shareholder approval. The Transaction cannot close until the
required shareholder approval is obtained. There can be no
assurance that the Transaction will be completed as proposed or at
all.
Investors are cautioned that, except as disclosed in the
management information circular to be prepared in connection with
the Transaction, any information released or received with respect
to the Transaction may not be accurate or complete and should not
be relied upon. Trading in the securities of Pacific should be
considered highly speculative.
The Exchange has in no way passed upon the merits of the
proposed Transaction and has neither approved nor disapproved the
contents of this press release.
Neither the Exchange nor its Regulation Services Provider (as
that term is defined in the policies of the Exchange) accepts
responsibility of the adequacy or accuracy of this release.
SOURCE Pacific Topaz Resources Ltd.