TSX-V: CXO
VANCOUVER, Aug. 20, 2019 /CNW/ - Colorado Resources Ltd.
(TSX.V: CXO) ("Colorado") and Buckingham Copper
Corp. ("Buckingham"), announce that they have completed
their previously announced plan of arrangement (the
"Arrangement") under the Business Corporations Act
(British Columbia), pursuant to
which Colorado acquired all of the
issued and outstanding common shares of Buckingham (each, a
"Buckingham Share"), and, in
exchange, shareholders of Buckingham received 0.5 of a common share
of Colorado for each Buckingham Share held (the
"Transaction").
Joseph Mullin, the incoming CEO
of Colorado, commented: "We are
excited to have completed the Plan of Arrangement between
Colorado and Buckingham. Our
exploration program will begin immediately. My team and I have
assumed the management of day to day operations. It is a great time
to be advancing exploration on Colorado's top tier assets in BC's Golden
Triangle."
The combined company will hold over 120,578 hectares of mineral
tenure in the Golden Triangle with initial exploration focused on
the Kinaskan-Castle-Moat property.
Upon the completion of the Transaction, the five-member board of
directors of Colorado (the
"Colorado Board") was
reconstituted by the addition of Michael
Cathro and Dr. Fletcher
Morgan to the existing Colorado Board, which was previously comprised
of Cecil Bond, Alastair Still and Bryan
Wilson. In addition, Colorado's new management team now consists of
Joseph Mullin, Chief Executive
Officer, and recently appointed Chief Financial Officer,
Eric Casey, with a team of
consultants and technical advisors consisting of Justin Himmelright B.Sc, M.Eng., Mark Rebagliati B.Sc., P.Eng. and Dr.
James Oliver, Ph.D. P.Geo.
As previously announced on August 19,
2019, Colorado
completed a financing of an aggregate of 15,267,855 flow-through
subscription receipts at a price of $0.12 per subscription receipt and 22,069,928
non-flow-through subscription receipts at a price of $0.085 for aggregate gross proceeds of
approximately $3,708,086 (the
"Financing"). The proceeds of the Financing will be released
to Colorado today in connection
with the satisfaction of the escrow release conditions by
Colorado through its successful
completion of the Transaction and the common shares and warrants
underlying the subscription receipts will be issued to the holders
thereof. In connection with the Financing, Newmont Goldcorp Corp.
has agreed to exercise its pre-emptive right and subscribed for
6,336,717 units of Colorado at a
price of $0.085 per unit for
aggregate proceeds of $538,612, with
each unit consisting of one common share and 0.5 of a warrant
issued on the same terms as the warrants underlying the
subscription receipts. Colorado
would like to thank Newmont Goldcorp for its continued support.
Colorado intends to use the net
proceeds of the Financing to complete work on the
Kinaskan-Castle-Moat Property, for working capital and general
corporate expenditures, and to repay the Newmont Goldcorp loan
provided in September 2018. In
connection with the Financing, Colorado paid a finder's fee in the amount of
$82,140 and issued an aggregate of
688,885 warrants to certain finders arm's length to Colorado. Each finder's warrant is exercisable
for one common share at a price of either $0.12 or $0.15 per
share for a period of three years. Fort Capital Partners advised
Colorado on this Transaction.
Immediately prior to the closing of the Transaction,
Colorado did not hold, directly or
indirectly, any common shares of Buckingham. Immediately following
the closing of the Transaction, Colorado owns all of the common shares of
Buckingham. Colorado acquired the
common shares described in this press release for investment
purposes. A copy of the early warning report to be filed by
Colorado in connection with the
Transaction will be available on SEDAR under Buckingham's SEDAR
profile. This news release is issued under the early warning
provisions of Canadian securities legislation.
About Colorado
Colorado Resources Ltd. is
currently engaged in the business of mineral exploration for the
purpose of acquiring and advancing mineral properties located in
the "Golden Triangle" British Columbia. Colorado's main exploration projects within
British Columbia include KSP,
North ROK, Kingpin and Kinaskan-Castle.
On behalf of the Board of Directors of Colorado Resources
Ltd.
"Joseph Mullin"
Joseph Mullin
Chief Executive Officer
NR 19-08
The TSX Venture Exchange has not reviewed and does not accept
responsibility for the adequacy or accuracy of this release.
Cautionary Statement Regarding Forward-Looking
Information
All statements, trend analysis and other information
contained in this press release about anticipated future events or
results constitute forward-looking statements. Forward-looking
statements are often, but not always, identified by the use of
words such as "seek", "anticipate", "believe", "plan", "estimate",
"expect" and "intend" and statements that an event or result "may",
"will", "should", "could" or "might" occur or be achieved and other
similar expressions. All statements, other than statements of
historical fact, included herein, including, without limitation,
statements regarding anticipated benefits of the Transaction, are
forward-looking statements. Although Colorado and Buckingham (the "Companies")
believe that the expectations reflected in such forward-looking
statements and/or information are reasonable, undue reliance should
not be placed on forward-looking statements since the Companies can
give no assurance that such expectations will prove to be correct.
These statements involve known and unknown risks, uncertainties and
other factors that may cause actual results or events to differ
materially from those anticipated in such forward-looking
statements, including the risks, uncertainties and other factors
identified in the Companies' periodic filings with Canadian
securities regulators. Important factors that could cause actual
results to differ materially from Colorado or Buckingham's expectations include
risks associated with the business of Colorado and Buckingham; risks related to
exploration and potential development of Colorado and Buckingham's projects; business
and economic conditions in the mining industry generally;
fluctuations in commodity prices and currency exchange rates;
uncertainties relating to interpretation of drill results and the
geology, continuity and grade of mineral deposits; the need for
cooperation of government agencies and native groups in the
exploration and development of properties and the issuance of
required permits; the need to obtain additional financing to
develop properties and uncertainty as to the availability and terms
of future financing; the possibility of delay in exploration or
development programs and uncertainty of meeting anticipated program
milestones; uncertainty as to timely availability of permits and
other governmental approvals; and other risk factors as detailed
from time to time and additional risks identified in Colorado and Buckingham's filings with
Canadian securities regulators on SEDAR in Canada (available at www.sedar.com).
Forward-looking statements are based on estimates and opinions of
management at the date the statements are made. Neither
Colorado nor Buckingham undertakes
any obligation to update forward-looking statements except as
required by applicable securities laws. Investors should not place
undue reliance on forward-looking statements.
SOURCE Colorado Resources Ltd.
