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Big Dougie Capital Corp. Announces Proposed Qualifying Transaction

Friday, 27 March 2020 12:05 PM

CALGARY, AB / ACCESSWIRE / March 27, 2020 / Big Dougie Capital Corp. ("Big Dougie") (TSXV:STUV.P) is pleased to announce details concerning its proposed arm's length qualifying transaction involving a proposed business combination or asset acquisition involving Compania Recursos Andina Limitada ("Andina"), a private company incorporated under the laws of Chile, or a joint venture company to be created by Andina ("Newco").

Overview of Andina

Andina holds 100% unencumbered title to 8.7 square kilometres of mineral claims in the Coastal Gold-Copper belt of Region III, Chile (the "Mineral Claims"). These claims contain numerous old mines that exploited high grade gold, copper and cobalt mineralisation from three extensive shear-vein systems. Historic production grades from the old mines range from lows of 5g/t gold, 3% copper and 0.5% cobalt to highs of 65g/t gold, 12% copper and 1.3% cobalt. Historic surface workings on these vein systems are 2 - 15 m wide, extend over 2 - 3 kilometres of strike and to depths of over 180 metres. Mining activities in the area ended in the early 1940s when the main mines were flooded after intense local rainstorms.

Summary of the Proposed Transaction

Big Dougie has entered into a non-binding Letter of Intent with Andina dated March 19, 2020 (the "LOI") pursuant to which Big Dougie and Andina intend to complete a business combination or asset sale (the "Transaction") with the ongoing public company (the "Resulting Issuer") being called "Stuves Mining Inc." Pursuant to the proposed Transaction, Big Dougie or a subsidiary of Big Dougie will acquire the shares of Newco or the Mineral Claims in exchange for the payment of USD $500,000 in cash payable by Big Dougie to Andina or Newco, as the case may be, and the issuance to Andina or Newco, as the case may be, of 50,000,000 common shares of Big Dougie ("Big Dougie Common Shares"). Upon signing of the LOI, the sum of $250,000 shall be payable by Big Dougie to Andina or Newco, as the case may be, with the balance payable at closing of the Transaction. An insider of Big Dougie will be providing funding for payment of the USD $250,000 deposit with the intent of re-paying the deposit by subscribing for Big Dougie Common Shares pursuant to the Private Placement described below. If the Transaction does not close, the repayment of such deposit funds is subject to the policies of the TSX Venture Exchange (the "Exchange").

It is intended that the Transaction, when completed, will constitute Big Dougie's "Qualifying Transaction" in accordance with Policy 2.4 of the Exchange. A more comprehensive news release will be issued by Big Dougie disclosing details of the Transaction including, as necessary, financial information respecting Andina, the names and backgrounds of all persons who will constitute insiders of the Resulting Issuer, and information respecting sponsorship, once an agreement has been finalized and certain conditions have been met, including:

i) satisfactory completion of due diligence; and
ii) execution of a definitive agreement.

Shareholder approval is not required with respect to the Transaction under the rules of the Exchange because the Transaction does not constitute a Non-Arm's Length Qualifying Transaction. However, the structure of the Transaction has not yet been finalized so shareholder approval under corporate law may be required. Trading in the Big Dougie Common Shares has been halted and is not expected to resume trading until the Transaction is completed or until the Exchange receives the requisite documentation to resume trading.

Summary of the Proposed Private Placement

Pursuant to the LOI, the parties agree to use their "commercially reasonable efforts" to cause Newco or Big Dougie to complete a private placement (the "Private Placement") of subscription receipts convertible into Big Dougie Common Shares at closing of the Transaction ("Subscription Receipts") at a price per share to be determined in consultation with agents (the "Financing Strike Price") for gross proceeds of a minimum of $750,000 and a maximum of $1,500,000. The proceeds from the Private Placement will be held in trust pending closing of the Transaction. The parties may engage a syndicate of agents to be led by a firm to be determined (the "Agents") to act as agents on a "bought deal" or "best efforts" basis for the Private Placement and if retained would pay a commission to the Agents of up to 7% of the gross proceeds raised by the Agents (including selling group members). The Agents may also be granted that number of broker warrants in the aggregate equal up to 7% of the number of Subscription Receipts sold by the Agents (including selling group members) in the Private Placement, with each broker warrant entitling the holder thereof to purchase one common share of the Resulting Issuer at a price equal to the Financing Strike Price for a period of 12 months from closing of the Transaction. The commission and broker warrants shall be payable and issuable, respectively, to the Agents (and selling group members, as applicable) upon closing of the Transaction. The commission payable and warrants issuable to the Agents in conjunction with the Private Placement will exclude those subscribers that participate in the Private Placement that fall within the list of names submitted to the Agents by Newco or Big Dougie. Further particulars of the Private Placement will be disseminated in a news release to be issued upon finalization of terms with an agent.

Qualified Person

Mr. Terence Walker, M.Sc., P. Geo, a qualified person within the meaning of National Instrument 43-101 ("QP"), has reviewed and approved the contents of this news release. Mr. Walker has explored the subject mining district in the past. Historic production grades referenced in this news release were taken from private and government reports on the district which are believed to be reliable. . Big Dougie is not relying on the historical information to estimate, nor should the reader infer, that any mineral resource or mineral reserve estimates are being provided herein. The QP has not independently verified the accuracy of the production grades reported herein as verification will require dewatering of the existing shafts and working faces followed by sampling of those old working faces. Alternatively, drilling in the immediate area of the old working faces may be used for verification purposes.

Forward Looking Information

Statements in this press release regarding Big Dougie's business, which are not historical facts, are "forward-looking statements" that involve risks and uncertainties, such as the terms and conditions of the proposed Transaction and the Private Placement as well as the business of Andina. Since forward-looking statements address future events and conditions, by their very nature, they involve inherent risks and uncertainties. Actual results in each case could differ materially from those currently anticipated in such statements. Factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements, include but are not limited to: inability to access sufficient capital from internal and external sources, and/or inability to access sufficient capital on favourable terms; the labour market generally and the ability to access, hire and retain employees; general business, economic, competitive, political and social uncertainties; and the delay or failure to receive board or regulatory approvals, as applicable. 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 the forward-looking statements and information contained in this news release. Except as required by law, neither Big Dougie nor Andina assume any obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change, except as required by law.

Completion of the Transaction and the Private Placement are subject to a number of conditions, including but not limited to, execution of binding definitive agreements relating to the Transaction and the Private Placement and satisfaction of conditions precedents thereof (including but not limited to receiving all required shareholder, regulatory and other approvals), Exchange acceptance and if applicable pursuant to Exchange requirements, majority of the minority shareholder approval. Where applicable, 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 or filing statement 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 a capital pool company should be considered highly speculative.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this press release.

For further information, please contact:

Big Dougie Capital Corp.
Al Kroontje
Chief Executive Officer and Director
Phone: (403) 607-4009
Email: [email protected]

Neither 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 news release.

SOURCE: Big Dougie Capital Corp.

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