SAN DIEGO, Dec. 17, 2019 /CNW/ - Mario Stifano (the "Acquiror") announced today that he has acquired 2,650,000 common shares ("Common Shares") of Doré Copper Mining Corp. (formerly ChaiNode Opportunities Corp.) ("Doré Copper") and 150,000 options ("Options") of Doré Copper in connection with Doré Copper's business combination transaction (the "Business Combination") with AmAuCu Mining Corporation ("AmAuCu") that was completed on December 13, 2019. The Business Combination constituted the "Qualifying Transaction" for Doré Copper under Policy 2.4 of the TSXV Corporate Finance Manual. In connection with the Business Combination, Doré Copper acquired all of the issued and outstanding securities of AmAuCu by way of a three-cornered amalgamation whereby AmAuCu amalgamated with 11588915 Canada Inc., a wholly-owned subsidiary of Doré Copper ("Subco"), in accordance with the terms of an amalgamation agreement dated December 12, 2019 among Doré Copper, Subco and AmAuCu. Upon the completion of the Business Combination, the Acquiror received the Common Shares in exchange for the 2,650,000 common shares in the capital of AmAuCu that the Acquiror held prior to the Business Combination (the "AmAuCu Shares") and the Options in exchange for the 150,000 options of AmAuCu that the Acquiror held prior to the Business Combination (the "AmAuCu Options"). Each Option entitles the Acquiror to acquire one Common Share at a price of C$0.50 per Common Share and is exercisable at any time on or before March 1, 2023, subject to vesting provisions. Further information in respect of the Business Combination is contained in Doré Copper's news release dated December 13, 2019.
The Common Shares and Options acquired by the Acquiror were issued in exchange for the AmAuCu Shares and the AmAuCu Options held by the Acquiror prior to the Business Combination, without payment of additional consideration, at an exchange ratio of one Common Share for each AmAuCu Share and one Option for each AmAuCu Option. Immediately prior to the closing of the Business Combination, the Acquiror did not own any securities of Doré Copper. Immediately following the closing of the Business Combination, if the Acquiror exercises 50,000 Options (representing the number of Options exercisable for Common Shares within 60 days), he would own an aggregate of 2,700,000 Common Shares, representing approximately 10.48% of the issued and outstanding Common Shares calculated on a partially-diluted basis (based on the number of Common Shares issued and outstanding on the date of the closing of the Business Combination being 25,710,011, and assuming the exercise of 50,000 Options).
The Acquiror automatically acquired the Common Shares and Options upon the completion of the Business Combination. The Acquiror holds the Common Shares and Options for investment purposes. The Acquiror currently has no plans or intentions that relate to, or would result in, any of the actions requiring disclosure under the early warning reporting provisions of applicable securities laws. Depending on market conditions, general economic and industry conditions, trading prices of Doré Copper's securities, Doré Copper's business, financial condition and prospects and/or other relevant factors, the Acquiror may develop such plans or intentions in the future and may from time to time acquire additional securities, dispose of some or all of the existing or additional securities or may continue to hold the Common Shares, the Options or other securities of Doré Copper.
This news release is being issued under the early warning reporting provisions of applicable securities laws. An early warning report with additional information in respect of the foregoing matters will be filed and made available under the SEDAR profile of Doré Copper at www.sedar.com. To obtain a copy of the early warning report, you may also contact the Acquiror at [email protected]. Doré Copper's head office is located at 133 Richmond Street West, Suite 501, Toronto, Ontario, M5H 2L3.
Certain statements in this news release are forward-looking statements and are prospective in nature, including statements with respect to the Acquiror's future intentions regarding the securities of Doré Copper. Forward-looking statements are not based on historical facts, but rather on current expectations and projections about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations. Such forward-looking statements should therefore be construed in light of such factors, and the Acquiror is not under any obligation, and expressly disclaims 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 applicable law.
SOURCE Mario Stifano