Vancouver, British Columbia--(Newsfile Corp. - April 3, 2025) - 1510450 B.C. Ltd. (the "Company") is pleased to announce that it has entered into a Letter of Intent ("LOI") with Northwind Exploration Inc. ("Northwind") dated April 2, 2025 outlining the general terms and conditions of a business combination which would result in the reverse takeover of the Company by Northwind (the "Proposed Transaction"). The Company, after completion of the Proposed Transaction, is referred to as the "Resulting Issuer".
The LOI contemplates that the Company and Northwind will negotiate and enter into a definitive agreement (the "Definitive Agreement") and that Northwind intends on completing a concurrent subscription receipts financing in connection with the Proposed Transaction (the "Concurrent Financing").
Completion of the Proposed Transaction remains subject to a number of conditions, including the receipt of all required corporate, shareholder, regulatory and other approvals. It is expected that in connection with the Proposed Transaction, the Resulting Issuer will apply to have its common shares listed on the TSX Venture Exchange (the "TSXV").
A comprehensive news release will be issued by the Company and Northwind setting out the terms of the Proposed Transaction, which shall include information about Northwind and the Resulting Issuer upon closing of the Proposed Transaction and the Concurrent Financing to be carried out in connection with the Proposed Transaction.
Operations of the Resulting Issuer
Following completion of the Proposed Transaction, the Resulting Issuer will carry on Northwind's current business, which is to identify, explore, and develop promising mineral exploration properties in Papua New Guinea.
Northwind, through its wholly owned subsidiary, holds a 100% interest of the Uasilau Prospect (the "Property") located in Papua New Guinea. The Property is in the vicinity of significant gold-copper mines and discoveries belonging to Barrick Gold (Pogera Gold Mine), K92 Mining (Kainantu Gold Mine) and Great Pacific Gold (Wild Dog Project). Northwind will look to take advantage of its experience and operational knowledge to advance high priority drilling targets.
Management of the Resulting Issuer
If the Proposed Transaction is completed, at the Closing, it is expected that the current management team and board of directors of the Company will resign and be replaced by the management team and board of directors of Northwind. Accordingly, it is proposed that the Resulting Issuer's officers will be: Chief Executive Officer - Alan Martin, Chief Financial Officer - Kevin Fung, and Corporate Secretary - Iain Martin. It is proposed that the Resulting Issuer's directors will be Alec Rowlands (Chair), Alan Martin, Iain Martin, Michele Muscillo, and Andy Stewart, all subject to prior TSX Venture Exchange approval. Biographies of the proposed directors and officers of the Resulting Issuer are set out below.
Alec Rowlands - Chair of Board and Director. Mr. Rowlands is a veteran of Canadian capital markets spanning over 30 years accumulating a vast knowledge advising and financing Canadian and international resource companies. Since 2010, Mr. Rowlands has been an active investor/advisor to many Canadian mining companies including Auryx Gold, Cardinal Resources, Churchill Resources and Asante Gold. He was a Managing Director of First Marathon Securities in London UK from 1990-1995 largely focused on funding and marketing Canadian mining companies throughout Europe. From 1995-1999 he acted as a Managing Director of Gordon Capital (USA) in New York with further brief stints at Yorkton Securities and Loewen Ondaatje McCutcheon before Westward Partners in Toronto, focused on coverage of dedicated US mining funds. Over the years involved in dozens of transactions including some of the largest and most successful miners though that period.
Alan Martin - Director, Chief Executive Officer and President. Mr. Alan Martin has had a long career in the mineral exploration sector. In addition to being a co-founding director of Northwind, he was a co-founding director of Wild Dog Resources Inc., a company focused on the identification, acquisition and exploration of mineral properties in Papua New Guinea, which was acquired by Great Pacific Gold Ltd. (TSXV: GPAC.V) (previously called Fosterville South Exploration Ltd.) in October 2023. Prior to that, he was Chief Executive Officer and a director of Golden Birch Resources from 2018 to 2021. From May 2013 to May 2015, he was the Chief Executive Officer, Managing Director and Executive Director of SolGold plc where he led financing for the company's maiden drilling program at Cascabel Project in Ecuador. From 1992 to 2013, he was a mining analyst and portfolio manager for various multi-national financial institutions. From 1985 to 1992 he was an exploration geologist with Delta Gold NL, exploring for gold and base metals in Western Australia, New South Wales Indonesia & Vanuatu. Mr. Martin holds an Honours BSc (Geology) from Lakehead University, Thunder Bay, Ontario, Canada, 1985, and a Diploma in Applied Finance & Investment Analysis, Securities Institute of Australia 1992. Alan is also a director of Empire Exploration Pty Ltd, a privately-owned Australian registered exploration company.
Kevin Fung - Chief Financial Officer. Mr. Fung is an employee of RBK Partners, a Chartered Accountant firm based in Sydney, Australia. RBK Partners has provided accounting services and CFO functions to Northwind Exploration inc. Mr. Fung has been employed by RBK Partners, since 2001, and is a member of Institute of Chartered Accountants Australian and New Zealand. Mr. Fung has had extensive experience with taxation services related to Australia and provision of accounting services with respect to preparation of financial statements. During 2022 to 2024 RBK Partners and Mr. Fung also provided accounting and chief financial officer functions to Wild Dog Resources Inc., which was acquired by Great Pacific Gold Corp.
Iain Martin - Director and Corporate Secretary. Mr. Martin is a co-founding director of Northwind and its corporate secretary. He was a Co-Founder and Director of Wild Dog Resources Inc., a company focused on the identification, acquisition and exploration of mineral properties in Papua New Guinea, which was acquired by Great Pacific Gold Ltd. (TSXV: GPAC.V) (previously called Fosterville South Exploration Ltd.) in 2023. Mr. Martin has spent the last 5 years founding, advancing, and financing several companies with properties in Papua New Guinea (PNG) as a director and in senior management positions. Mr. Martin spent 25 years in the Canadian financial advisory sector as an Investment Advisor with RBC Wealth Management and Royal Trustco. In 2016, he co-founded and was president and a director of 5SD Capital, which acquired several mineral exploration companies in Northern Ontario and was sold in November 2018. From September of 2018 to March of 2021, he was a director of Golden Birch Resources, a company he co-founded and which had a gold and copper exploration property in Papua New Guinea, and which he led to a listing on the Canadian Securities Exchange in March of 2020. In October of 2019 he co-founded Wild Dog Resources Inc. and as director managed finance and administrative activities and worked towards the merger as indicated above in September of 2023. Currently Mr. Martin is a director of Great Pacific Gold Corp. which focuses on gold and copper exploration of its PNG assets. In 2016 he began creating and financing start-up mineral exploration companies. Mr. Martin has Master and undergraduate degrees in Mining Engineering from Queen's University with broad experiences at the Dome Mine in Timmins and exploration with Falconbridge Ltd throughout Northern Ontario. Mr. Martin has been a director of the Timmins and District Hospital including Chair of the Finance Committee, Timmins Economic Development Corporation and the Timmins Symphony Orchestra.
Michele Muscillo - Director. Michele is a Partner specializing in corporate law with HopgoodGanim Lawyers in Brisbane, Australia. Mr. Muscillo is an admitted Solicitor and has a practice focused almost exclusively on mergers and acquisitions and capital raising. Mr. Muscillo has acted on a variety of corporate transactions including initial public offerings, takeovers and acquisitions. Mr. Muscillo has a Bachelor of Laws from Queensland University of Technology and was a recipient of the QUT University Medal. Mr. Muscillo is currently a director of ASX-Listed Aeris Resources Limited (ASX: AIS) and ASX/TSX listed Xanadu Mines Limited (ASX: XAM) (TSX: XAM), and was previously a director of ASX and TSX listed Cardinal Resources Limited from October 2017 to February 2021 and ASX listed Mako Gold Limited, in each case until they were acquired.
Andrew Stewart - Director. Dr. Stewart is an exploration geologist with over 25 years' experience in mineral exploration; primarily focused on project generation, project evaluation and exploration strategy development throughout Asia and Eastern Europe. Dr. Stewart has particular expertise in porphyry copper-gold and epithermal gold deposits but has worked across a diverse range of commodities. He has previously worked for Ivanhoe Mines, Vale, Oxiana and Xanadu Mines and during this time Dr. Stewart held various technical and management positions, and has been involved in several greenfields discoveries. He holds a BSc (Hons) from Macquarie University and a PhD from the Centre of Ore Deposits and Exploration Studies at the University of Tasmania. He is a member of the Society of Economic Geologists and Member of the Australian Institute of Geoscientists. Since October 2024, he has been non-executive Chairman of Waratah Minerals (ASX: WTM), and he was previously a director of Battery Minerals (ASX: BAT) from September 2023 to October 2024, the chief executive officer and a director of Xanadu Mines (ASX: XAM) from March 2016 to April 2022, a director of Bastion Minerals (ASX: BMO) from May 2020 to October 2022, and a director of Godolphin Resources (ASX: GRL) from September 2019 to April 2020.
Shareholders Meetings
Northwind will be required to convene and hold a meeting of its shareholders prior to the Closing in order to consider a special resolution approving the Proposed Transaction (which resolution shall be subject to such voting thresholds as shall be required by corporate law). The Company expects to have its shareholders approve all ancillary matters related to the Proposed Transaction by way of unanimous consent resolution.
The Transaction will be carried out by parties dealing at arm's length to one another and therefore will not be considered a "Non-Arm's Length Transaction". Other than 250,000 common shares held indirectly by Zachary Goldenberg, CEO of the Company, in Northwind, the related parties of each of Northwind and the Company do not own any interests in each other.
Sponsorship
Northwind intends to make an application for exemption from the sponsorship requirements of the TSXV in connection with the Proposed Transaction; however, there is no assurance that the TSXV will exempt Northwind from all or part of the applicable sponsorship requirements.
About 1510450 BC Ltd.
The Company is a British Columbia corporation that is a reporting issuer under the securities laws of Alberta and British Columbia. The Company has no material assets and does not conduct any operations or active business, other than the identification and evaluation of acquisition opportunities to permit the company to acquire a business or assets in order to conduct commercial operations.
For additional information, please contact:
1510450 BC Ltd.
Zachary Goldenberg
Chief Executive Officer
T: 647-987-5083
E: zach@libertyvp.co
Neither TSX Venture Exchange 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.
Cautionary Statements
As noted above, completion of the Proposed Transaction is subject to a number of conditions. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular of the Company or Northwind to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon.
Forward-Looking Information and Statements
This press release contains forward-looking statements and forward-looking information (collectively, "forward-looking statements") within the meaning of applicable securities laws. Any statements that are contained in this press release that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements are often identified by terms such as "may", "should", "anticipate", "will", "estimates", "believes", "intends" "expects" and similar expressions which are intended to identify forward-looking statements. More particularly and without limitation, this press release contains forward looking statements concerning the Proposed Transaction, the Definitive Agreement, the Concurrent Financing, the expected composition of the board of directors of the Resulting Issuer, the completion and timing of the application to the TSXV in respect of the Transaction, the proposed structure by which the Transaction is to be completed, the ability of the Company and Northwind to meet the conditions of the Proposed Transaction in the required time frames, obtaining the necessary exemptions and approvals from the TSXV or other regulatory bodies, including the business, name and function of the Resulting Issuer and certain financial information and forecasts. The Company and Northwind caution that all forward-looking statements are inherently uncertain, and that actual performance may be affected by a number of material factors, assumptions and expectations, many of which are beyond the control of the Company and Northwind, including expectations and assumptions concerning the Company, Northwind, the Resulting Issuer, the Proposed Transaction, the negotiation of the Definitive Agreement on satisfactory terms, the timely receipt of all required shareholder, court (if applicable) and regulatory approvals (as applicable), including the acceptance of the TSXV, the satisfaction of other closing conditions in accordance with the terms of the Definitive Agreement, as well as other risks and uncertainties, including those described in the Company's disclosure documents available on SEDAR+ at www.sedarplus.ca. The reader is cautioned that assumptions used in the preparation of any forward-looking statements may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted as a result of numerous known and unknown risks, uncertainties and other factors, many of which are beyond the control of the Company and Northwind. The reader is cautioned not to place undue reliance on any forward-looking statements. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this press release are expressly qualified by this cautionary statement.
The forward-looking statements contained in this press release are made as of the date of this press release, and neither the Company nor Northwind undertake any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by securities law.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction.
Not for distribution to United States newswire services or for release publication, distribution, or dissemination directly, or indirectly, in whole or in part, in or into the United States.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/247170
SOURCE: 1510450 B.C. Ltd.
