VANCOUVER, BC, July 16, 2021 /CNW/ - Scottie Resources
Corp. ("Scottie" or the "Company") and
AUX Resources Limited (formerly AUX Resources Corporation)
("AUX") are pleased to announce that they have completed
their previously announced amalgamation (the "Transaction")
pursuant to an amalgamation agreement dated May 4, 2021 (the "Amalgamation Agreement")
among Scottie, 1302668 B.C. Ltd.
("Subco"), a wholly-owned subsidiary of Scottie, and AUX
Resources Corporation.
Highlights
- Merger combines two sizeable and complementary land packages
in the Stewart Mining Camp – over 52,000 ha combined
- Reduces overhead costs and permits numerous operational
efficiencies
- Management and Board of Scottie Resources remains intact and
able to advance the company and its assets
- Strong working capital with approximately $11 million in cash on closing
CEO and President, Bradley
Rourke, commented: "We are thrilled to complete this
amalgamation with AUX, which significantly increases our land
package in the Stewart area from
just over 25,000 ha to now more than 50,000 ha. Bringing in the
Georgia River Mine project along with the Scottie Gold Mine means
we are now simultaneously pushing forward two high-grade gold
past-producing mines that have been chronically underexplored. Our
seasoned exploration team will use their experience advancing the
Scottie Gold Mine to efficiently explore the potential expansion of
what is already an incredibly gold-rich system. At Scottie,
drilling on the Blueberry Zone has commenced, and additional drills
will arrive onsite in the coming days to begin drilling at Georgia
River and the Scottie Gold Mine."
2021 Exploration Program Update
With the newly merged property portfolio, over 16,000 m of drilling is planned for the 2021
season. The majority of the drilling is allocated for the Scottie
Gold Mine Project (Blueberry, Domino, 'O' and 'M' zones), while a
smaller campaign will test targets in the Georgia River Project,
and within the Cambria Project.
Drilling has commenced at the Blueberry zone, testing the
downward extension of the high-grade ore shoot identified during
2020. Two additional drills are expected to begin turning on the
Scottie Gold Mine and Georgia River Projects over the next week. In
additional to drilling, multiple geophysical surveys are planned
for the season, including 2D and 3D induced polarization ("IP"),
downhole electromagnetic ("DHEM"), and horizontal loop
electromagnetic ("HLEM") surveys.
The Transaction
The Transaction was completed by way of a three-cornered
amalgamation whereby AUX and Subco amalgamated under the
Business Corporations Act (British
Columbia) to form AUX Resources Limited, a wholly-owned
subsidiary of Scottie. All of the issued and outstanding common
shares of AUX ("AUX Shares") were exchanged for common
shares in the capital of Scottie ("Scottie Shares") on a
one-for-one basis. All of AUX's issued and outstanding warrants
("AUX Warrants") and options ("AUX Options") were
exchanged for equivalent warrants ("Scottie Warrants") and
options ("Scottie Options") of Scottie, respectively, on a
one-for-one basis, and immediately cancelled. Pursuant to the
Transaction, Scottie issued:
- a total of 54,499,642 Scottie Shares to the former holders of
AUX Shares;
- a total of 18,433,817 Scottie Warrants to the former holders of
AUX Warrants, with each Scottie Warrant exercisable to purchase one
Scottie Share at a price of
$0.40 until expiry dates ranging from
July 6, 2022 to February 19, 2023; and
- a total of 2,432,000 Scottie Options to the former holders of
AUX Options, with each Scottie Options exercisable to purchase one
Scottie Share, at exercise prices
ranging from $0.25 to $0.42 and expiry dates ranging from July 7, 2024 to February
8, 2027, subject to the stock option plan of Scottie.
Upon completion of the Transaction, Scottie has 202,433,537
Scottie Shares, 33,531,274 Scottie Warrants and 14,307,000 Scottie
Options issued and outstanding.
Upon closing of the Transaction, all directors and officers of
AUX resigned. Bradley Rourke, the
President, CEO and a Director of Scottie, and Thomas Mumford, the VP Exploration of Scottie,
will serve as directors of AUX, which will continue as a
wholly-owned subsidiary of Scottie.
AUX also wishes to clarify its news release dated July 12, 2021. AUX Resources Corporation
previously announced that the AUX Shares would be delisted from the
TSX Venture Exchange (the "TSXV") effective as of close of
markets on Wednesday July 15, 2021.
However, Scottie and AUX now expect delisting from the TSXV to
occur on or about the close of market on Monday, July 19, 2021. The trading of the AUX
Shares was halted on Wednesday, July 15,
2021 in connection with closing of the Amalgamation.
The Scottie Shares will continue to trade on the TSX Venture
Exchange under the symbol "SCOT".
For more information regarding the Transaction, please refer to
news release of Scottie and AUX dated May 6,
2021, available on Scottie's profile at www.sedar.com, and
the management information circular of AUX filed June 10, 2021 (the "Circular"), available
on AUX's profile at www.sedar.com.
Early Warning Disclosure Pursuant to National Instrument
62-103
Immediately prior to the closing of the Transaction, Scottie
held no AUX Shares. Upon closing of the Transaction, Scottie
acquired one AUX Share, representing 100% of the issued and
outstanding AUX Shares upon completion of the Transaction. As a
result of the Transaction, AUX intends to apply to cease to be a
reporting issuer in the Provinces of British Columbia and Alberta, and to delist from the TSXV. Scottie
will continue to conduct its business as described in the
Circular.
Immediately prior to closing of the Transaction, 2176423 Ontario
Ltd. ("2176423"), a company controlled by Eric Sprott, held 10,000,000 Scottie Shares and
10,000,000 Scottie Warrants, representing approximately 6.76% of
the issued and outstanding Scottie Shares on a non-diluted basis
and 12.66% of the issued and outstanding Scottie Shares on a
partially diluted basis assuming exercise of the Scottie Warrants.
Upon closing of the Transaction, Mr. Sprott holds 18,888,889
Scottie Shares and 18,888,889 Scottie Warrants representing
approximately 9.33% of the issued and outstanding Scottie Shares on
a non-diluted basis and 17.07% of the issued and outstanding
Scottie Shares on a partially diluted basis assuming exercise of
the Scottie Warrants.
The Scottie Shares and Scottie Warrants were acquired by Mr.
Sprott for investment purposes and with a long-term view of the
investment. Mr. Sprott may acquire additional securities of Scottie
either on the open market or through private acquisitions or sell
securities of Scottie either on the open market or through private
dispositions in the future, depending on market conditions,
reformulation of plans and/or other relevant factors.
A copy of the Early Warning Reports prepared in connection with
the acquisition of the AUX Shares by Scottie and the Scottie Shares
and Scottie Warrants held by Mr. Sprott, respectively, can be
obtained on Scottie's SEDAR profile or, with respect to Scottie's
Early Warning Report, by contacting Bradley Rourke, President
and CEO of Scottie at (250) 877-9902 (905-1111 West Hastings
Street, Suite 905, Vancouver, BC
V6E 2J3) or, with respect to Mr. Sprott's Early Warning Report, or
by contacting Mr. Sprott's office at (416) 945-3294 (200 Bay
Street, Suite 2600, Royal Bank Plaza, South Tower, Toronto, Ontario M5J 2J1).
About Scottie Resources Corp.
Scottie owns a 100% interest in the high-grade, past-producing
Scottie Gold Mine and Bow properties and has the option to purchase
a 100% interest in Summit Lake
claims which are contiguous with the Scottie Gold Mine property.
Scottie also owns 100% interest in the Georgia Project which
contains the high-grade past-producing Georgia River Mine, as well
as the Cambria Project properties and the Sulu property.
Altogether, Scottie holds more than 52,000 ha of mineral
claims in the Golden Triangle.
Scottie's focus is on expanding the known mineralization around
the past-producing mine while advancing near mine high-grade gold
targets, with the purpose of delivering a potential resource.
All of Scottie's properties are located in the area known as the
Golden Triangle of British
Columbia which is among the world's most prolific
mineralized districts.
Reader Advisory
Certain information set forth in this news release contains
forward-looking statements or information ("forward-looking
statements"), including Scottie's proposed exploration and
drilling activities, details about the Transaction, receipt
of all required regulatory and TSXV approvals, the application of
AUX to cease to be a reporting issuer and the delisting of the AUX
Shares on the TSXV. By their nature, forward-looking statements are
subject to numerous risks and uncertainties, some of which are
beyond the control of Scottie and AUX, including those set out in
the Circular available on AUX's SEDAR profile at
www.sedar.com. Although Scottie and AUX believe that the
expectations in its forward-looking statements are reasonable,
these forward-looking statements have been based on factors and
assumptions concerning future events which may prove to be
inaccurate. Those factors and assumptions are based upon currently
available information. Such statements are subject to known and
unknown risks, uncertainties and other factors that could
influence actual results or events and cause actual results or
events to differ materially from those stated, anticipated or
implied in the forward-looking statements. Accordingly, readers are
cautioned not to place undue reliance on the forward-looking
statements, as no assurance can be provided as to future results,
levels of activity or achievements. Risks, uncertainties, material
assumptions and other factors that could affect actual results are
discussed in the Circular available on AUX's SEDAR profile at
www.sedar.com. Furthermore, the forward-looking
statements contained in this document are made as of the date of
this document and, except as required by applicable law, Neither
Scottie nor AUX undertakes any obligation to publicly update or to
revise any of the included forward-looking statements, whether as a
result of new information, future events or otherwise. The
forward-looking statements contained in this document are expressly
qualified by this cautionary statement.
Neither the TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
SOURCE AUX Resources Corporation