TORONTO, Oct. 25, 2017 /CNW/ - Orford Mining Corporation (formerly Focused Capital Corp.) ("Orford") is pleased to announce that it has closed the previously-announced qualifying transaction (the "Qualifying Transaction"), consisting of the acquisition of all of the issued and outstanding common shares in the capital of True North Nickel Inc. ("TNN") by way of a "three-cornered amalgamation" pursuant to the provisions of the Business Corporations Act (British Columbia) (the "Amalgamation"). The requisite approvals were obtained from shareholders for the Qualifying Transaction at the Focused Capital Corp. ("Focused") annual and special meetings of shareholders held on October 20, 2017. At the meeting, shareholders also approved each of the other items of business put before the meeting, including the share consolidation, name change and election of directors in connection with the Qualifying Transaction ("Shareholder Approval"), all of which is more fully described in the Orford's press releases dated March 7, 2017, and July 25, 2017.
David Christie, President and CEO of Orford, commented, "With the completion of the transaction, I look forward to the commencement of trading for Orford later this week on the TSX Venture Exchange under the symbol 'ORM', and I am excited about the prospects for his company given its highly prospective land packages located in the underexplored Cape Smith Belt of Northern Quebec and multiple properties located in the U.S. Carolina Gold Belt".
Prior to the closing of the Qualifying Transaction, TNN completed the previously announced private placement of subscription receipts and flow through subscription receipts, consisting of one brokered tranche and one non-brokered tranche, for approximately C$1,781,500 in subscription receipts (the "Subscription Receipts") at a price of C$0.50 per Subscription Receipt and approximately C$1,358,650 in flow-through subscription receipts (the "FT Subscription Receipts") at a price of C$0.55 per FT Subscription Receipt. Upon receipt of, among other things, Shareholder Approval, each Subscription Receipt had been converted into one common share in TNN (a "TNN Share") and one TNN Share purchase warrant (a "TNN Warrant") and each FT Subscription Receipt had been converted into one flow-through TNN Share (which will qualify as a "flow-through share" for purposes of the Income Tax Act (Canada)) and one half of one TNN Warrant. Each TNN Warrant shall be exercisable to acquire one TNN Share (a "Warrant Share") at price per Warrant Share of $0.75 for a period of 36 months from July 25, 2017.
Immediately prior to the closing of the Qualifying Transaction, Focused filed articles of amendment to effect its name change to Orford Mining Corporation and the consolidation of its issued and outstanding common shares on the basis of 1 new share for every 2.34 outstanding shares, thereby reducing the number of its issued and outstanding shares to 1,602,564 common shares. Pursuant to the Amalgamation, (i) each outstanding TNN Share was exchanged for Orford common shares on a one-for-one basis, (ii) each outstanding TNN Warrant was exchanged for Orford warrants on a one-for-one basis on the same terms and conditions as contained in the TNN Warrants, and (iii) each outstanding TNN compensation option was exchange for Orford options on a one-for-one basis on the same terms and conditions as contained in the TNN compensation options. Following the closing of the Qualifying Transaction, Orford has 40,908,562 common shares issued and outstanding.
Final acceptance of the Qualifying Transaction will occur upon the issuance of the Final Exchange Bulletin (the "Exchange Bulletin") by the TSX Venture Exchange (the "TSXV"). Subject to final approval by the TSXV, Orford will no longer be a capital pool company and will be classified as a Tier 2 Mining Issuer pursuant to TSXV policies and, as mentioned above, its common shares are expected to commence trading on the TSXV at the opening of the markets on October 27, 2017 under the ticker symbol "ORM". Orford will issue a news release once the TSXV issues its final exchange bulletin and will then advise of the expected listing date.
Further details on the Qualifying Transaction and all other matters related thereto, are set out in Focused's information circular dated September 18, 2017 (the "Information Circular") available under Orford's profile at www.sedar.com. The Information Circular describes the terms of the Amalgamation and also includes a summary of the National Instrument 43-101 technical reports with respect to the material properties of Orford.
About Orford Mining Corporation
Orford Mining is a mineral explorer focused on highly prospective and underexplored areas of Northern Quebec and the U.S. Carolina Gold Belt. Orford's principal assets are the Qiqavik and West Raglan projects comprising of a land package totaling over 70,000 hectares in the Cape Smith Belt of northern Quebec and properties in the U.S. Carolina Gold Belt. The Qiqavik Project hosts several new high-grade gold discoveries along a mineralized trend in excess of 40 km.
Cautionary Statement Concerning Forward-Looking Statements
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.
Completion of the Qualifying Transaction is subject to a number of conditions, including but not limited to, final TSXV acceptance. There can be no assurance that the Qualifying Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the Information Circular, any information released or received with respect to the Qualifying Transaction may not be accurate or complete and should not be relied upon.
The TSXV has neither approved nor disapproved the contents of this news release.
SOURCE Orford Mining
For further information: David Christie, President and CEO, T: (647) 253-1144, www.orfordmining.com