/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR
DISSEMINATION IN THE UNITED
STATES/
- The transaction assembles an experienced management team,
capital, and a highly prospective gold project in Nevada, the leading gold producing state in
the U.S.
- Hot Spring Property covers 11,894 acres of contiguous claims
at the intersection of the Battle
Mountain and Getchell-Comstock Gold
Trend, a gold producing region with multiple large-scale
producing mines (e.g. Midas and Fire Creek mines)
- Target zone is open along strike and at depth, historically
drilled down to only 220 meters and has significant potential for a
large-scale epithermal deposit
- Pro forma, the companies have more than $2 million in cash on hand, with funded
exploration currently underway, and no debt
- Brings together team with decades of mining, capital
markets, corporate execution and public company expertise and has
been directly involved in creating billions of dollars in market
capitalization for previous companies
TORONTO, Oct. 14, 2020 /CNW/ - Wolf Acquisition Corp.
("Wolf" or the "Company") (TSX-V: WOLF.P) is pleased
to announce that it has entered into a non-binding letter of intent
dated October 5, 2020 (the
"LOI") with respect to a proposed reverse takeover of
the Company (the "Proposed Transaction") by CX One Inc.
("CX One") and Frontera Gold Corp. ("Frontera"),
anticipated to be completed by way of a three-cornered
amalgamation. It is anticipated that the Proposed Transaction will
constitute a "Qualifying Transaction" pursuant to Policy 2.4 of the
TSX Venture Exchange Inc. ("TSXV"). Following the completion
of the Proposed Transaction, the resulting entity (the
"Resulting Issuer") will hold all of the assets and continue
the business of CX One and Frontera, namely the exploration and
development of a gold property located in Nevada, USA, under the name "Bald Eagle Gold
Corp.".
Following the completion of the Proposed Transaction, but before
giving effect to the CX One Financing, it is anticipated that
former shareholders of Wolf will hold approximately 14.5%,
shareholders of CX One will hold approximately 42.7%, and
shareholders of Frontera will hold approximately 42.8% of the
outstanding common shares of the Resulting Issuer (the
"Resulting Issuer Shares").
Hot Springs Property, Nevada
Nevada is the preeminent
jurisdiction for gold in the U.S. and produced over 80% of total
U.S. gold production in 2018 (U.S. Geological Survey). The Hot
Springs Property is located at the intersection of the Battle Mountain and Getchell-Comstock Gold
Trends, a gold producing region of Nevada (the "Property"). The Property
spans 11,894 continuous acres and Frontera has the right to acquire
a 50% joint venture interest in the claims. Well-known
historical and producing mines are associated with these gold
trends and produce from Carlin-type and epithermal gold deposits,
including the Midas (Hecla Mining) (approximately 60 kilometers
from Hot Springs), Fire Creek (Hecla Mining) (approximately 100
kilometers from Hot Springs), Twin Creeks (Newmont) (approximately
30 kilometers from Hot Springs), and Getchell / Turquoise Ridge
(Barrick, Newmont) (approximately 25 kilometers from Hot Springs)
mines. The Midas and Fire Creek mines host epithermal gold
deposits and Twin Creeks and Getchell / Turquoise Ridge hosts
Carlin-type gold
mines.
Historical exploration results confirm numerous gold occurrences
within the property, both at surface and depth, as evidenced by
surface sampling and drilling results. Initial data indicates the
potential for a low-sulphide epithermal hosted gold deposit similar
to other large producing mines in the vicinity. Key historical
exploration includes drill results of 82.3 meters of 0.8 g/t gold
from 1.5 meters to 83.8 meters of depth including 1.5 meters of
32.5 g/t bonanza grade gold, and 42.7 meters of 0.7 g/t gold from
32.0 meters to 74.7 meters of depth (including 13.7 meters of 1.2
g/t gold). The property has never been drilled below 220 meters and
remains open at depth and along strike. Recently identified
higher-grade epithermal gold deposits are being defined at depths
greater than previous drilling at the Property, in the current gold
cycle. A parallel untested zone has been identified and provides
another target to be tested during the initial work program. 8,175
meters of drilling has been historically completed at the
Property.
Osgood Mountains Gold LLC ("Osgood") is the registered
holder of the claims which compose the Property. Pursuant to an
option agreement between Frontera and Osgood, Frontera has the
option to fund a current work program (the "Program") for
the Property. Upon funding of the Program, Frontera will earn a 50%
undivided interest in a joint venture which solely owns and
operates the Hot Springs Project. The full funding for the
Program is US$670,000. Frontera has
funded the first 50% of the Program, and intends to fund the second
50%, thereby converting its option on the Property into a 50%
undivided joint venture interest, which will operate the
exploration and development programs for the Property.
Drilling permits for the property have recently been received by
Osgood from the Bureau of Land Management. Current exploration
activities include CSAMT (magnetotellurics) surveys, a popular
geophysical survey method commonly utilized to define epithermal
gold deposits and define drill targets. This initial exploration
program is fully funded, and the second phase of exploration to
include drilling is expected to commence in December 2020 and will also be fully funded with
existing cash on hand.
The historical drill results included in this press release were
taken from several unpublished reports, none of which are NI 43-101
compliant. The historic drill results were generated in drilling
campaigns completed on the Property by Brican Resources between
1985 and 1986, completing 32 RC holes; AMAX Exploration Inc.
between 1987 and 1988 drilling 18 RC holes; Homestake Mining,
completing 5 drill holes; and Cordex/Piedmont in 2007 completing 41 drill holes. In
total 91 RC holes have been drilled on the Property for a total of
26,825 feet. Readers are cautioned that Frontera has not completed
the work required to independently analyze and verify the results
of previous operators nor has a qualified person done sufficient
work to verify this historical information. Frontera believes this
information is reliable and relevant as it was completed by
reputable companies that use industry standard drilling and
sampling practices.
The technical information in this news release pertaining to
geological data and its interpretation has been prepared by
Mark T. Smethurst, P.Geo., Senior
Geologist of the Frontera Gold Corp., and a "qualified person"
within the meaning of National Instrument 43-101 – Standards of
Disclosure for Mineral Projects.
Proposed Transaction
The Letter of Intent provides that the parties will negotiate
and enter into a definitive agreement in respect of the Proposed
Transaction on or before November 3,
2020 (the "Definitive Agreement"), to be completed by
way of three-cornered amalgamation resulting in CX One and Frontera
becoming wholly–owned subsidiaries of Wolf (the Resulting Issuer).
It is anticipated that the Resulting Issuer will continue the
business of CX One and Frontera under the name "Bald Eagle
Corp." (the "Name Change").
Completion of the Proposed Transaction will be subject to a
number of conditions including, among others, completion of the
Share Split (as defined below), the continuance of Frontera under
the Canada Business Corporation Act (the
"Continuance"), and the CX One Financing (described below),
shareholder approval, if required, completion or waiver of
sponsorship, receipt of all required regulatory approvals,
including the approval of the TSXV, completion of satisfactory due
diligence reviews, satisfaction of all initial listing requirements
of the TSXV and all requirements under the policies of the TSXV
relating to the completion of the Proposed Transaction, and the
execution of the Definitive Agreement.
In connection with the completion of the Proposed Transaction,
it is anticipated that, (A) Wolf will complete a share split of its
outstanding common shares (each, a "Wolf
Share") on an 1.2:1 basis (the "Share Split"),
(B) as consideration for the Proposed Transaction, holders of
the issued and outstanding common shares of CX One ("CX One
Shares") will receive one (1) post-Share Split common share of
the Resulting Issuer (each, a "Resulting Issuer Share") for
each one (1) CX One Share held, and holders of the issued and
outstanding common shares of Frontera ("Frontera Shares")
will receive 3.5 post-Share Split Resulting Issuer Shares for
each one (1) Frontera Share held, (C) all outstanding options to
purchase CX One Shares shall be exchanged on an equivalent basis
for options to purchase Resulting Issuer Shares, and (D) CX One
will complete a financing for minimum aggregate gross proceeds of
C$1,500,000 (the "CX One Financing").
Following the completion of the Proposed Transaction and the
Share Split, but before giving effect to the CX One Financing, the
Resulting Issuer will have approximately 82.1 million Resulting
Issuer Shares issued and outstanding.
A filing statement or management information circular, as
applicable, will be prepared and filed in accordance with the
policies of the TSXV.
Proposed Management Team and Board of Directors
Subject to applicable shareholder and TSXV approval, on
completion of the Proposed Transaction, the board of directors of
the Resulting Issuer will be reconstituted to be comprised of the
following individuals:
Mr. Sidney Himmel,
President, Chief Executive Officer and Director
Mr. Himmel has over 30 years of corporate and finance experience
in the Canadian markets, having worked as an executive and director
of public companies, and corporate finance, institutional sales and
research professional for notable Canadian and US financial
institutions, including Deloitte, TD Securities and Merrill Lynch
Canada. His experience also includes the completion of significant
financial transactions and commercial partnerships internationally
as well as the oversight and development of management teams and
boards. Mr. Himmel holds Bachelor of Science (Chemistry) and
Bachelor of Arts (Business and Finance) degrees, both from the
University of Toronto. Mr. Himmel
received the Chartered Accountant designation in 1981.
Mr. Darren Collins, Chief
Financial Officer
Mr. Collins has over 15 years of corporate experience as an
executive, director advisor of private and public companies. His
expertise spans mergers and acquisitions, debt and equity
financings, go-public transactions, commercial partnerships,
accounting, and corporate governance. In recent engagements as CFO,
he has led fundraisings totaling over $100
million in equity capital and launched active M&A
programs for early stage companies over the last 5 years. Prior to
his current corporate activities, Darren worked for several
investment and merchant banks, including Alegro Capital, LP in
London, UK, Scotia Capital Inc.
and Quest Capital Corp. (now known as Sprott Resource Lending
Corp.) in Toronto, Canada. Mr.
Collins holds a Bachelor of Commerce degree in finance from
Dalhousie University.
Mr. Mark Smethurst, Senior
Geologist
Mr. Smethurst has over 25 years of experience in the mining and
metal-mineral resource development industry. He has held previous
appointments including Vice President of Resource Development,
Chief Operating Officer and Board Director for exploration
companies. He has participated in sourcing capital to fund
corporate development projects and has been responsible for
assessing properties for acquisition and development. He has been
instrumental in key discoveries and has had multiple successes in
expanding resources for companies. He is a Qualified Person as
defined by National Instrument 43-101 and is currently a Level 3
CFA candidate. He holds a Bachelor of Science in geology from the
University of Toronto and a Master of
Science in geophysics from the University of
Windsor.
Mr. Peter Simeon,
Independent Director
Mr. Simeon has over 18 years of experience as a lawyer focused
on securities, corporate finance, and mergers and acquisitions.
Since February 2015 he has been a
partner at Gowling WLG (Canada)
LLP and has extensive experience in corporate commercial and
securities law. Prior to 2015, he was a partner at a boutique
corporate law firm in Toronto. Mr.
Simeon has a Bachelor of Arts from Queen's University and a law
degree from Osgoode Hall at York
University. Mr. Simeon acts as an independent director for
several publicly traded companies in Canada.
Mr. Marc-Andre Lavoie,
Independent Director
Mr. Lavoie has over 25 years of corporate experience in the
capital markets and venture capital and has extensive experience in
mining exploration and resource development in multiple
jurisdictions. His expertise spans corporate finance and project
finance for resource companies, corporate governance, executive and
board management, and financial reporting. Mr. Lavoie was
previously senior capital markets professional with BNP Paribas in
New York and London. Mr. Lavoie has a BA from St Francis Xavier University, an M.Sc (Econ.) from
London School of Economics and an
M.Phil from Cambridge University.
Mr. Raymond Harari,
Independent Director
Mr. Harari is the founder of Canalis Capital, a merchant bank
focused on disruptive industries. Prior to founding Canalis, Mr.
Harari worked at Credicorp Bank in its private wealth group in
Panama and Nomura's consumer and
retail investment banking group based in New York City. Mr. Harari graduated with
honors from the University of
Pennsylvania with a Bachelor of Science in systems
engineering and a minor in engineering entrepreneurship and
mathematics. Mr. Harari is an active angel investor across the
technology, mining, fashion, cannabis, e-commerce, and energy
sectors. Mr. Harari also served as the deputy director of the
Chamber of Commerce, Industry and Agriculture of Panama.
Sponsorship
Sponsorship of the Proposed Transaction may be required by the
TSXV unless an exemption or waiver from this requirement can be
obtained in accordance with the policies of the TSXV. Wolf intends
to apply for a waiver of the sponsorship requirement, however there
is no assurance that a waiver from this requirement can or will be
obtained.
Additional Terms
The Wolf Shares are currently halted from trading pending
completion of the Proposed Transaction. A comprehensive press
release with further particulars relating to the Proposed
Transaction, financial particulars, descriptions of the proposed
management of the Resulting Issuer and the CX One Financing will
follow in accordance with the policies of the TSXV.
Further updates and more fulsome particulars of the Proposed
Transaction will be provided as the Transaction progresses and upon
the parties entering into a binding Definitive Agreement.
All information contained in this press release with respect to
Wolf, CX One and Frontera 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.
About Frontera Gold Corp.
Frontera Gold Corp. is a private gold exploration company
incorporated under the Business Corporations Act (BC) and
focused on the Hot Springs Property in Nevada, USA. The Hot Springs Property is
located at the intersection of the Battle
Mountain and Getchell-Comstock Gold
Trend, a known gold producing region in the state of
Nevada. The property spans 11,894
contiguous acres and has the potential for large-scale economic
gold deposits.
About CX One Inc.
CX One Inc. is a private company incorporated under the
Canada Business Corporations Act, formerly focusing on
biotechnology, which has recently transitioned to focus its
activities on gold exploration and development. The principle asset
of the company is approximately $1.6
million of cash.
About Wolf Acquisition Corp.
Wolf is designated as a Capital Pool Company under Exchange
Policy 2.4. Wolf has not commenced commercial operations and has no
assets other than cash. Wolf's objective is to identify and
evaluate businesses or assets with a view to completing a
Qualifying Transaction. Any proposed Qualifying Transaction must be
approved by the Exchange and, in the case of a Non-Arm's Length
Qualifying Transaction, must also receive majority approval of the
minority shareholders. Until the completion of a Qualifying
Transaction, Wolf will not carry on any business other than the
identification and evaluation of businesses or assets with a view
to completing a proposed Qualifying Transaction.
CAUTIONARY NOTES
Completion of the Proposed Transaction is subject to a
number of conditions including but not limited to, Exchange
acceptance and if applicable pursuant to TSXV requirements,
majority of the minority shareholder approval. Where applicable,
the Proposed 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 or 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 and should not be relied upon.
Trading in the securities of Wolf should be considered highly
speculative
The TSX Venture Exchange 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
release.
This news release does not constitute an offer to sell or a
solicitation of an offer to buy any of the securities in
the United States. Any securities
referred to herein have not and will not be registered under the
United States Securities Act of 1933, as amended (the "U.S.
Securities Act") or any state securities laws and may not be
offered or sold within the United
States or to U.S. Persons unless registered under the U.S.
Securities Act and applicable state securities laws of an exemption
from such registration is available.
Forward-Looking Information
This press release contains "forward-looking information" within
the meaning of applicable Canadian securities legislation.
Generally, forward-looking information can be identified by the use
of forward-looking terminology such as "plans", "expects" or "does
not expect", "is expected", "budget", "scheduled", "estimates",
"forecasts", "intends", "anticipates" or "does not anticipate", or
"believes", or variations of such words and phrases or state that
certain acts, events or results "may", "could", "would", "might" or
"will be taken", "occur" or "be achieved". Forward-looking
information in this press release may include, without limitation,
the future operating or financial performance of Wolf, the proposed
terms and anticipated completion of the CX One Financing, the
proposed terms and conditions of the Definitive Agreement,
including the completion of the Share Split, Continuance, Name
Change and the reconstitution of the board of the Resulting Issuer,
the anticipated completion of the Proposed Transaction, the
estimates of potential quantity, grade, and metal and mineral
content at the Property, Frontera's assessment of the reliability
and relevance of the historical drill results; the completion of
the remaining Program funding payments by Frontera, the conversion
of Frontera's option into a joint venture interest, the ability of
the joint venture to operate the exploration and development
programs for the Property, and the anticipated timing of the second
phase exploration work. Forward-looking information is subject to
known and unknown risks, uncertainties and other factors that may
cause the actual results, level of activity, performance or
achievements of Wolf, as the case may be, to be materially
different from those expressed or implied by such forward-looking
information. Although Wolf has attempted to identify important
factors that could cause actual results to differ materially from
those contained in forward-looking information, there may be other
factors that cause results not to be as anticipated, estimated or
intended. There can be no assurance that such information 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 information. Wolf does not undertake to update any
forward-looking information, except in accordance with applicable
securities laws.
SOURCE Wolf Acquisition Corp.
