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Big Dougie Capital Corp. Announces Closing of Qualifying Transaction

Thursday, October 8, 2020 11:20 AM

CALGARY, AB / ACCESSWIRE / October 8, 2020 / Big Dougie Capital Corp. ("Big Dougie") (TSXV:STUV.P) is pleased to announce that on October 2, 2020, it closed its previously announced "Qualifying Transaction" ("QT"), as defined by Policy 2.4 of the TSX Venture Exchange (the "Exchange") with Compañía Recursos Andina Limitada ("Andina") whereby Big Dougie has acquired 99.9% of the partnership interest of Andina, a company that holds a 100% interest in a promising gold, silver, copper and cobalt property in northern Chile (the "Coba Property"). Big Dougie is in the process of filing the final documents with the Exchange in order to secure issuance of the Exchange's final bulletin enabling Big Dougie's common shares to recommence trading under the symbol "STUV". The particulars of the QT, including information on the Coba Property, were the subject of Big Dougie's Filing Statement dated August 28, 2020 which has been filed on SEDAR ( (See Big Dougie's press releases dated August 28, 2020 and August 31, 2020).

Big Dougie was formed as a "capital pool company" by certain of Doug Stuve's close friends to honour Doug's memory after his passing in late 2018. Doug was a father, husband, lawyer and raconteur who is dearly missed by his many friends and family. Doug led an illustrious career dedicated to the legal profession and specifically to the Canadian junior capital markets. It was the collective goal of the company's founders to identify and complete a transaction that would stand the test of time. The directors considered many options and agreed on the acquisition of the Coba Property, a mining project in Chile in an area with a remarkable past production history that, in their view, holds tremendous long-term potential.

Al Kroontje, Chief Executive Officer of Big Dougie, stated, "Today is a proud milestone for our group. It was very important to identify a project which we could leverage the history and skill set of Big Dougie's founders on an asset that can be a building block in the creation of long term value for our shareholders, and honouring the memory of Doug. While we have considerable tasks ahead of us, the entire founding group is committed to Big Dougie's success. In our opinion, the Coba Property represents a wonderful opportunity to build a significant mining operation in a country regarded as a top mining district of the world, exhibiting the combination of extraordinary resource potential together with political stability."

Andina, now 99.9% owned by Big Dougie, owns a 100% interest in the Coba Property which is located in the historic Carrizal Alto mining district of Chile. From 1890 to 1910, high grade run of mine production from the camp was shipped directly from Chile to Britain for processing. Production grades cannot be confirmed in compliance with the requirements of National Instrument 43-101 but have been reported to have graded from 5 - 65 g/t gold, 3 - 12% copper and 0.3 - 1.3% cobalt. Therefore, Big Dougie's first priority will be to obtain samples from the workings in existing mine shafts together with preforming a geophysical survey over the extensive strike length of veins that are evident at surface. In the southern part of the claims, two fault systems are shown to intersect. Surface sampling over that area and several other areas returned grades of up to 9.8 g/t gold, 5% copper, 12.5 g/t silver and 1% cobalt. Historical reporting indicates that grades increase with depth, production in area mines having been reported to have commenced from surface and continued in high grade mineralization to depths of 480 meters which remains open at depth.

Big Dougie intends to immediately commence the first phase of the exploration program detailed in the Filing Statement. That will involve evaluating water levels from surface flooding in two existing shafts on the claims as well as conducting a sampling program from within those shafts, to the extent possible. It is intended that a geophysical program including an induced polarization survey will begin almost immediately - to be followed up by a drilling program targeting deeper sections of the mineralization evident at surface.

Commenting on the Coba Property, Terence Walker, Big Dougie's incoming VP of Exploration, remarked, "I am very much looking forward to our upcoming exploration programs which have been designed to substantiate the upside of the Coba Property".

Terence Walker is a seasoned exploration geologist who has been resident in Chile for 29 years and has been involved in the exploration of numerous properties during that tenure, including the main historic producers in the Carrizal Alto camp.

Qualifying Transaction

The QT was completed by way of a share exchange agreement (the "Share Exchange Agreement") pursuant to which Big Dougie acquired 99.9% of the issued and outstanding units of Andina from the Compania Minera Auberon SpA ("Auberon") and Inversiones Romelio SpA ("Romelio") in exchange for the payment by Big Dougie of USD $500,000 and the issuance of an aggregate 50,000,000 common shares of Big Dougie (each, a "Common Share") at a deemed price of $0.055 per share.

Private Placement

Concurrently with the completion of the QT, Big Dougie completed a non-brokered private placement of 21,695,458 Common Shares at a price of $0.055 per Big Dougie Common Share for aggregate gross proceeds to Big Dougie of $1,193,250 (the "Private Placement").

Under the Private Placement, Big Dougie paid aggregate cash finder's fees of $10,972.50 and issued an aggregate of 199,500 broker warrants exercisable for one Common Share for one year at a price of $0.055 per share.

Directors and Officers

Following completion of the Qualifying Transaction, the officers and directors of Big Dougie are as follows:

Al Kroontje

Chief Executive Officer, Corporate Secretary and Director

Dale Burstall


Terence Walker

Vice-President Exploration and Director

Jeff Graw


Jana Lillies

Chief Financial Officer

Option Grants

Big Dougie also announces the granting of stock options to purchase 3,850,000 Common Shares to directors, officers, employees and consultants subject to regulatory and TSX Venture Exchange approval (the "Option Grant"). The options were issued with an exercise price of $0.07 per share, vest as to one-third (1/3) immediately and one-third (1/3) on each of the first and second anniversaries of the grant date and have a ten-year term from the date of issuance.

Early Warning Reports

In connection with the QT, Private Placement and Option Grant, each of Auberon, Romelio and Al Kroontje acquired ownership, control or direction over Common Shares requiring disclosure pursuant to the early warning requirements of applicable securities laws.

Prior to the completion of the QT, Auberon had no ownership of, or exercised control or direction over, any voting or equity securities of Big Dougie. In connection with the QT, Auberon acquired ownership of 30,000,000 Common Shares (representing approximately 35.84% of the issued and outstanding Common Shares on a non-diluted basis).

Prior to the completion of the QT, Romelio had no ownership of, or exercised control or direction over, any voting or equity securities of Big Dougie. In connection with the QT, Auberon acquired ownership of 20,000,000 Common Shares (representing approximately 23.90% of the issued and outstanding Common Shares on a non-diluted basis).

Prior to the completion of the Private Placement and Option Grant, Al Kroontje had ownership of, or exercised control or direction over 1,111,000 Common Shares. In connection with the Private Placement, Al Kroontje acquired ownership of 3,020,000 Common Shares and the option to acquire 950,000 Common Shares directly and 9,598,181 Common Shares indirectly through Tailwind Capital Partners Inc., a corporation controlled by Mr. Kroontje. Assuming the exercise of the entire option held by Mr. Kroontje, he will own 14,679,181 Common Shares representing 17.34% of the issued and outstanding Common Shares (assuming exercise of all 950,000 Common Shares pursuant to the Option Grant).

Auberon and Romelio each acquired the Common Shares in connection with the QT. Al Kroontje acquired the Common Shares in connection with the Private Placement and the Option was granted to Mr. Kroontje as part of the compensation program of Big Dougie. Each of Auberon, Romelio and Mr. Kroontje: (i) holds the Common Shares for investment purposes; and (ii) does not have any current intentions to increase or decrease its beneficial ownership or control or direction over any additional securities of the Company. Each of Auberon, Romelio and Mr. Kroontje may, from time to time and depending on market and other conditions, acquire additional Common Shares through market transactions, private agreements, treasury issuances, convertible securities or otherwise, or may sell all or some portion of the Common Shares they each own or control, or may continue to hold the Common Shares.

Qualified Person

The technical information contained in this news release has been reviewed and approved by Terence Walker, P. Geo, a "Qualified Person" within the meaning of National Instrument 43-101.


Cautionary Note Regarding Forward-Looking Statements

This news release includes certain "forward-looking statements" under applicable Canadian securities legislation. Forward-looking statements include, but are not limited to, obtaining the final bulletin from the Exchange, the business and operations of Big Dougie after completion of its Qualifying Transaction, commencement of exploration plans including details of those planned operations. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties and other factors which may cause the 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, competitive, political and social uncertainties; delay or failure to receive board, shareholder or regulatory approvals; the price of gold, silver, copper and cobalt; and the results of exploration programs. 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. Big Dougie and Andina disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the completed qualifying transaction and has neither approved nor disapproved the contents of this news release.

For further information, please contact:

Al Kroontje
Calgary, Alberta
E mail: [email protected]
Cell: 403-607-4009

SOURCE: Big Dougie Capital Corp.

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