Vancouver, British Columbia--(Newsfile Corp. - October 7, 2021) - Anacortes Mining Corp. (TSXV: XYZ.P) ("Anacortes" or the "Company"), formerly First Light Capital Corp. ("First Light"), and New Oroperu Resources Inc. ("New Oroperu") (TSXV:ORO) are pleased to announce the successful completion of their previously-announced business combination - resulting in the creation of "Anacortes Mining Corp." - a new growth-oriented gold company in the Americas led by a strengthened management team with proven mine building and operating capabilities in Peru and Latin America (the "Transaction"). Anacortes intends to focus on continued exploration and advancement of its 100% owned Tres Cruces project located in Peru, in addition to seeking further growth opportunities in the Americas. Anacortes is well-capitalized following the release of approximately $22 million in gross proceeds from the private placement of subscription receipts (each, a "Subscription Receipt") issued by First Light and one of its former subsidiaries ("FinCo") on July 21, 2021 (the "Private Placement").
In connection with the closing of the Transaction (the "Closing"), Anacortes acquired New Oroperu by way of a statutory plan of arrangement under the Business Corporations Act (British Columbia) pursuant to which, among other things, the Company acquired all of the issued and outstanding common shares of New Oroperu in exchange for an aggregate of 27,074,716 common shares of Anacortes (on a post-Consolidation (as defined below) basis) (each, a "Share").
Jim Currie, President and Chief Executive Officer of Anacortes, stated, "With the founding of Anacortes, our team now embarks on a corporate goal of creating a high-growth, Americas-focused gold producer. Our team successfully pursued a foundational asset for Anacortes, a pursuit which will continue as we seek additional assets to compliment Tres Cruces in the creation of a multi-asset gold company. At Tres Cruces, our 100% owned flagship asset, the Anacortes team plans to advance the project through a feasibility study and towards production, building on a heap-leach open pit scenario for the identified leachable oxides and sulphides. Furthermore, the team will continue to drill exploration opportunities to expand the leachable material across the property, in addition to delineating the sulphide gold mineralization that remains open at depth. Through focused efforts on engineering and exploration, and with a strong financial position, we believe that we are well-positioned to generate significant value for all stakeholders of Anacortes."
The Company also entered into voluntary escrow agreements with Computershare Investor Services Inc. and certain former shareholders of New Oroperu, pursuant to which an aggregate of 2,039,508 Shares were placed in escrow and are to be released in accordance with the following schedule: 25% on the issuance of the Final Exchange Bulletin in connection with the Closing; 25% on the date that is 6 months following the issuance of the Final Exchange Bulletin; 25% on the date that is 12 months following the issuance of the Final Exchange Bulletin; and the balance on the date that is 18 months following the issuance of the Final Exchange Bulletin.
In addition, the Company issued to three eligible persons, in the aggregate and as partial payment of advisory fees due, 708,333 Shares and 354,166 warrants, each exercisable for one Share for a period of 24 months following the Closing at an exercise price of $3.30 per Share.
Key Highlights on the Launch of Anacortes
- Tres Cruces is one of the highest-grade oxide deposits globally and hosts oxide plus sulphide Indicated resources of 2.474 Mozs at 1.65 g/t gold and Inferred resources of 104 kozs at 1.26 g/t gold, inclusive of 630 kozs of high-grade leachable gold at 1.28 g/t gold
- Tres Cruces is strategically located in a highly prospective geological belt that hosts significant gold deposits such as Lagunas Norte, which is located within 10 km, Yanacocha and Pierina
- Anacortes is led by a new management team and Board of Directors with extensive experience in Latin America and Peru and proven capabilities in all facets of mine development and operations
- Anacortes is well-capitalized post-closing of the approximately $22M Private Placement
- Underexplored property with oxide and sulphide resource growth potential - Tres Cruces has not been drilled since 2008 when gold prices were approximately US$850/oz, and several of the best drill intercepts from the previous drilling campaign are below and outside of the current pit-constrained mineral resource
- Attractive relative valuation on an enterprise value per Indicated resource ounce basis
Consolidation, Name Change and Trading Symbol
Concurrent to the Closing, the Company completed a consolidation of its issued and outstanding Shares on the basis of one (1) post-consolidation Share for each six (6) pre-consolidation Shares (the "Consolidation").
Additionally, the corporate name of "First Light Capital Corp." has been changed to "Anacortes Mining Corp.".
The post-Consolidation Shares of Anacortes are expected to commence trading on the TSX Venture Exchange at the opening of market on October 12, 2021 under the Company's current symbol "XYZ".
Management and Board of Directors of Anacortes
The new leadership team of Anacortes is now comprised of:
- Jim Currie (President, Chief Executive Officer and Director)
- Engineer with over 40 years of senior management, engineering, and operations experience
- Most recently Chief Operating Officer of Equinox Gold Corp.
- Previously Chief Operating Officer of Pretium Resources Inc. and New Gold Inc.
- Steven Botts (President of Aurifera Tres Cruces S. A., Peru)
- Over 40 years of experience in mining with a focus on the areas of project development, environmental management, stakeholder engagement, and sustainable development
- Most recently Vice President and Managing Director of Tahoe Peru, where he managed both the La Arena and Shahuindo gold heap leach operations
- Horng Dih Lee (Chief Financial Officer and Corporate Secretary)
- Previously Chief Financial Officer and Secretary at Eastern Platinum Ltd. and at Esrey Resources Ltd., Chief Financial Officer and Vice President for Northern Orion Resources, Inc., and Chief Financial Officer and Vice President at Diamond Fields Resources, Inc.
- Marshall Koval (Special Advisor)
- Mining executive with more than 42 years of corporate management, M&A, finance, mineral exploration, mine development, and operations experience globally
- Currently serves as President, CEO and Director of Lumina Gold Corp., CEO and Director of Luminex Resources Corp., Director of Equinox Gold Corp., and Director of Miedzi Copper Corp.
- The new Anacortes Board of Directors is comprised of Jim Currie, Andrew Carstensen, Barry Hildred, Brian Storseth, and K. Wayne Livingstone.
For additional information regarding the individuals comprising the Board of Directors of Anacortes, please refer to the Company's management information circular dated August 9, 2021, which is available under the Company's profile on SEDAR.
Release of Proceeds of Subscription Receipt Financing
Prior to the Closing, each Subscription Receipt issued in connection with the closing of the Private Placement automatically converted into one unit of First Light or FinCo (each, respectively, a "Unit"), each comprised of one share and one-half warrant, which have subsequently been exchanged for securities of Anacortes, on a post-Consolidation basis, in conjunction with the closing of the Transaction.
Pursuant to the Private Placement, an aggregate of 9,182,704 Shares and 4,591,349 warrants have been issued, on a post-Consolidation basis, with each warrant entitling the holder thereof to purchase one Share for a period of 24 months following the closing of the Private Placement at an exercise price of $3.30 per Share.
The securities of Anacortes issued upon the conversion of the Subscription Receipts issued by First Light will be subject to a statutory hold period in Canada expiring on November 22, 2021. The securities of Anacortes issued upon the conversion of the Subscription Receipts issued by FinCo are not be subject to a statutory hold period in Canada.
In connection with the Closing, and upon the satisfaction of the Escrow Release Conditions (as defined in the Subscription Receipt Agreements), the Company paid cash commissions of approximately $1,318,610, which amount represents 6% of the gross proceeds of the brokered tranche of the Private Placement and is inclusive of a $35,000 corporate finance fee, plus GST, and issued an aggregate of 550,668 Subscription Receipt compensation options (each, a "SR Compensation Option"), which amount represents 6.0% of the aggregate number of Subscription Receipts sold under the brokered tranche of the Private Placement. Each SR Compensation Option entitles the holder thereof to purchase one Share for a period of 24 months following the closing of the Private Placement at an exercise price of $2.40 per Share.
For more information on the Private Placement and the anticipated use of proceeds therefrom, please see Anacortes' news release dated July 21, 2021 filed under the Company's profile on SEDAR.
About Anacortes
Anacortes is a new growth-oriented gold company in the Americas, which owns a 100% interest in the Tres Cruces gold project located in Peru. Tres Cruces is one of the highest-grade oxide deposits globally and hosts oxide plus sulphide Indicated resources of 2.474 Mozs at 1.65 g/t gold and Inferred resources of 104 kozs at 1.26 g/t gold, inclusive of 630 kozs of high-grade leachable gold at 1.28 g/t gold. Anacortes is well-capitalized and intends to aggressively advance Tres Cruces through feasibility and to production under a heap leach open pit scenario. Additionally, Anacortes will continue to seek further growth opportunities in the Americas, with the goal of creating the next mid-tier multi-asset gold producer.
For further information, please contact Jim Currie, President and Chief Executive Officer of Anacortes, at (604) 764-7108.
Cautionary Note Regarding Forward Looking Information
This news release contains forward-looking statements which constitute "forward-looking information" within the meaning of applicable Canadian securities legislation (collectively, the "Forward-looking Statements"). All statements included herein, other than statements of historical fact, are Forward-looking Statements and are subject to a variety of known and unknown risks and uncertainties which could cause actual events or results to differ materially from those reflected in the Forward-looking Statements.
The Forward-looking Statements in this news release may include, without limitation, statements about the Anacortes' current expectations, estimates and projections for Company following the Closing; the anticipated benefits of the Transaction to shareholders and the combined company, including corporate, operational and other synergies; and the anticipated uses of the net proceeds of the Private Placement. Often, but not always, these Forward-looking Statements can be identified by the use of words such as "anticipated", "estimated", "potential", "open", "future", "assumed", "projected", "used", "detailed", "has been", "gain", "planned", "reflecting", "will", "anticipated", "estimated" "containing", "remaining", "to be", or statements that events, "could" or "should" occur or be achieved and similar expressions, including negative variations.
Forward-looking Statements involve known and unknown risks, uncertainties and other factors, many of which are beyond the ability of Anacortes to control or predict and which may cause actual results, performance or achievements to be materially different from any results, performance or achievements expressed or implied by the Forward-looking Statements. Such risks, uncertainties and factors include, among others, the ability of the combined company to realize the anticipated benefits of, and synergies and savings from, the Transaction and the timing thereof; changes in general economic conditions and financial markets; political risks; risks relating to the current and potential adverse impacts of the COVID-19 pandemic on the economy, financial markets and the parties' operations; and risks inherent in mineral exploration. Although Forward-looking Statements contained in this news release are based upon what each of the parties believe are reasonable assumptions at the time they were made, such statements are made as of the date hereof and Anacortes disclaims any obligation to update any Forward-looking Statements, whether as a result of new information, future events or results or otherwise, except as required by law. There can be no assurance that these Forward-looking Statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, investors should not place undue reliance on Forward-looking Statements.
This news release does not constitute an offer to sell, or solicitation of an offer to buy, nor will there be any sale of any of the securities offered in any jurisdiction where such offer, solicitation or sale would be unlawful, including the United States of America. The securities being offered as part of the Private Placement have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws, and accordingly may not be offered or sold in the United States except in compliance with the registration requirements of the U.S. Securities Act and any applicable state securities laws, or pursuant to available exemptions therefrom.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Not For Dissemination in the United States or For Distribution to U.S. Newswire Services. This Press Release Does Not Constitute an Offer to U.S. Persons.
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