Mr. Michael Collins reports
ACQUISITION OF TYKO RESOURCES INC.
Pursuant to the share exchange agreement dated
Jan. 30, 2015, as amended, between Nickel One Resources Inc., Tyko Resources Inc. and the
shareholders of Tyko, Nickel One has closed its acquisition of all of the outstanding shares of Tyko and will resume trading on the TSX Venture Exchange as a Tier 2
mining issuer on Feb. 29, 2016.
In connection with closing the acquisition, the company:
-
SEDAR filed its filing statement dated Feb. 5, 2016;
-
Issued 13,036,966 common shares to the shareholders of Tyko on a pro
rata basis; the acquisition shares are not subject to any resale restrictions; however, 9,865,134
acquisition shares are subject to escrow, to be released over three years (10 per cent on the closing date
and an additional 15 per cent every six months thereafter);
-
Issued 976,848 finder shares at a deemed price of 10 cents per share in connection with the
acquisition; which shares are subject to a four-month hold period from the date of issue;
-
Changed its name from Redline Resources Inc. to Nickel One Resources Inc. and changed its
trading symbol to NNN;
- Closed a financing of $890,000 comprising:
-
4,166,667 flow-through units at 12 cents per flow-through unit for gross proceeds of
$500,000; Each flow-through unit consists of one flow-through common share and one-half of one
non-flow-through share purchase warrant; each whole warrant entitles the
holder to purchase one additional share at a price of 15 cents for 24 months;
- 3.9 million non-flow-through units at 10 cents per non-flow-through unit for gross proceeds
of $390,000; each non-flow-through unit consists of one non-flow-through common share and one-half
of one warrant;
-
In connection with the financing, the company paid a total of $53,200 as cash finders'
fees and issued 541,333 finder warrants; each finder warrant entitles the holder to acquire
one common share at 15 cents for 24 months; all securities issued with respect to the financing are
subject to a four-month hold period from the date of issue;
-
Completed a shares-for-debt transaction to settle $197,212 of past debt owed to former directors
and officers of Redline Resources by the issuance of 1,972,120 shares at a deemed price of
10 cents per share; these shares are subject to a four-month hold period from the date of issuance.
The company currently has 27,102,596 shares, 4,033,334 warrants and 541,333 finder warrants
outstanding.
Regarding the private placement, the flow-through units were originally acquired by an Ontario-based association
of medical professionals and immediately transferred to Delbrook Capital Corp. The
4,166,667 shares forming part of the flow-through units represent 15.37 per cent of the outstanding shares of the
company. Assuming the exercise of the 2,083,333 warrants, Delbrook would hold a total of
6.25 million shares, representing 21.41 per cent of the company's then issued and outstanding voting securities.
New management
The company also made certain changes to its management such that its directors and officers now
comprise the following:
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J. Michael W. Collins -- chief executive officer, president, director;
- Robert J. Scott -- chief financial officer;
- Jeffrey Dare -- corporate secretary;
- Abraham Drost -- director;
-
Roderick Johansen -- director;
- Scott Jobin-Bevans -- director;
- Ray Strafehl -- director.
J. Michael W. Collins, PGeo
Mr. Collins is currently president, chief executive officer and a director of Argus Metals
Corp. He is vice-president, North America, of Mining Plus Canada Ltd., a specialized
underground and surface mining engineering consulting company. Over the past 18 years, he has been
involved in mineral exploration, deposit modelling and project development. Mr. Collins graduated with
a BSc (honours) from Dalhousie University in 1996 and was granted professional status from the
Association of Professional Geoscientists of Ontario in May, 2003, and from the Association of Professional Engineers and Geoscientists of British Columbia in March, 2012. Mr. Collins has worked on production and
exploration projects with Goldcorp's Red Lake mine, has done exploration work for Canadian Royalties
in doing exploration work on its South Raglan project in the Ungava peninsula and was involved in a
syndicated project review in China in 2003. He has worked in East Africa, Central America, South America
and Southeast Asia.
Robert J. Scott, CPA, CA, CFA
Mr. Scott is a chartered professional accountant with over 20 years
of professional experience in corporate finance, accounting, merchant and commercial banking. He has
served in management and on the boards of a number of Canadian companies. He is currently chief financial officer of
Riverside Resources Inc. and Northair Silver Corp. and a director of Entourage
Metals Ltd. and Mongolian Growth Group. Mr. Scott earned his CA
designation in 1998, his CFA designation in 2002 and has a BSc from the University of British
Columbia.
Dr.
L. Scott Jobin-Bevans, PhD, geology, MSc, geology, BSc (honours), geology
Mr. Jobin-Bevans is a
professional geoscientist (APGO: June, 2002) with more than 25 years of experience in the mining and
mineral exploration industry. He obtained a bachelor of science (honours) in geology from the University
of Manitoba in Winnipeg, Man., in June, 1995; master of science in geology from the University of Manitoba, in
Winnipeg, Man., in June, 1997; and a PhD in geology from the University of Western Ontario in London,
Ont., in December, 2004. He has directed exploration programs for precious and base metals
companies across Canada. Dr. Jobin-Bevans is currently a director of Stroud Resources Ltd. and Northern Shield Resources Ltd. and formerly a director of Strike Minerals Inc.
(October, 2010, to February, 2014) and Ateba Resources Inc. (April,
2011, to June, 2014). He is currently co-founder, chairman, chief executive officer and a director of Caracle Creek
International Consulting Inc. (a private company) and formerly president, chief executive officer and a director of Treasury
Metals Inc. (January, 2008, to April, 2011). Dr. Jobin-Bevans was president of the
Prospectors and Developers Association of Canada (2010 to 2012).
Abraham P. Drost, MSc, PGeo
Mr. Drost is a registered professional geoscientist (Ontario). He
obtained a bachelor's degree in earth sciences from University of Waterloo in 1984 and a master of
science in mineral exploration from Queen's University in 1987. Mr. Drost is the chief executive officer of
Kingstone Royalty Corp. and, until recently, was chief executive officer, president and a director of Carlisle Goldfields
Ltd. until its merger with Alamos Gold Inc. He was the founding president,
chief executive officer and a director of Premier Royalty Inc. until its merger with Sandstorm Gold Inc. He was formerly president, chief executive officer and a director of Mega Precious Metals Inc. until
its merger with Yamana Gold Inc. Mr. Drost is a past president and director of Sandspring
Resources Ltd.; past president, chief executive officer and director of Source Exploration Corp.; and past president and director of Sabina Gold and Silver Corp.
Roderick W. Johansen
Mr. Johansen is currently a lawyer with Johansen Law Firm LLP of Thunder
Bay, Ont., in the practice of corporate and commercial law, including commercial transactions and
litigation. He has provided counsel to numerous junior mineral exploration companies, including Mega
Precious Metals, Source Exploration, Skybridge Development
Corp. and the original Wolfden Resources Inc. with respect to transactions,
financing and litigation matters.
Raymond (Ray) P. Strafehl
Mr. Strafehl has over 30 years of experience in the investment and venture
capital finance industry in Canada and in corporate relations for public mining companies. He is a
registered commodity trading adviser with the National Futures Association in Canada (since 1998)
and founded Venture BC in 1998. Mr. Strafehl is currently chief executive officer of Redline and has previously served
as a director of a number of public companies in Canada.
Jeffrey T. Dare
Mr. Dare has over seven years of experience managing external reporting and corporate
compliance for TSX-V-listed issuers. He currently serves as the corporate secretary for
Riverside Resources, Northair Silver, Bluestone Resources Inc., Kivalliq Energy Corp. and Corex Management Inc. (a private
administration company). Through Corex Management, he also advises a number of private
companies spanning different industries and jurisdictions. Mr. Dare works closely with external partners
and service providers in the areas of legal, compliance, transfer agency, audit, banking and insurance.
Mr. Dare earned a BA from Simon Fraser University and has completed the Canadian Securities Course.
After university, he started his financial career working at a major Canadian bank.
About Tyko
The principal asset of Tyko is the Tyko nickel-copper occurrence comprising of 52 mining claims
totalling 698 claim units on 11,168 hectares located in the Olga Lake area in the Thunder Bay mining district in
Ontario, Canada.
The following is a summary of the interpretations, conclusions and recommendations contained in that
technical report prepared by Alan Aubut, PGeo, of Sibley Basin Group Geological
Consulting Services Ltd., dated April 28, 2015, entitled "National Instrument 43-101 Technical Report,
Tyko Nickel-Copper Occurrence, White Lake Area, Ontario, Canada, Thunder Bay Mining Division, NTS
42C13NW and 42C14NE, Geology Technical Report." A full copy of the report has been filed under the
company's profile on SEDAR.
The property is underlain by Archean granites, gneisses and tonalities that have been intruded by a mafic-to-ultramafic conduit interpreted to be the feeder system to the nearby Bulldozer complex. The magnetic
data available for the area show that there is a major structural flexure between the RJ showing and the
Tyko showing. Exploration to date has identified the presence of anomalous nickel, copper and
platinum group elements within this interpreted conduit.
The property shows many similarities with mafic-to-ultramafic feeder systems such as Voisey's Bay in
northern Labrador and Jinchuan in China. These deposits are characterized by magmatic sulphides
collecting within the feeder of a large intrusive body due to variations in geometry that caused changes in
flow dynamics such that immiscible sulphides were able to settle out and collect in structural traps.
However, it has not been proved that a comparable system exists on the property.
The report summarizes previous drilling on the property by earlier operators. While it is
concluded that the property has excellent potential for hosting an economic nickel-copper deposit,
additional work needs to be done to locate and define such a deposit. This includes completing a
mechanical stripping program to better expose the interpreted feeder system and additional diamond
drilling to confirm its lateral extent and to test areas identified by geophysics as having greater
concentrations of sulphides which may or may not contain nickel, copper and platinum group elements.
The report recommends a phased exploration approach with a total projected cost of completing the first
phase of $396,000.
HISTORICAL DRILLING RESULTS FROM THE TYKO PROJECT (2006/2007); AUBUT, 2015
Hole No. From To Length Ni Cu Pd
(m) (m) (m) (%) (%) (ppm)
TK-06-001 17.40 21.55 4.15 1.09 0.76 0.42
TK-06-002 30.15 31.61 1.46 1.02 0.58 0.71
TK-06-003 63.92 65.00 1.08 1.06 0.51 0.12
TK-06-004 82.00 84.00 2.00 1.20 0.51 0.13
TK-06-005 25.00 31.20 6.20 1.05 0.50 0.12
TK-07-001 67.00 70.00 3.00 0.39 0.33 0.12
138.50 142.60 4.10 0.30 0.22 0.04
TK-07-002 100.00 104.65 4.65 0.43 0.28 0.04
TK-07-003 105.50 107.00 1.50 0.80 0.38 0.13
TK-07-004 NSV
TK-07-005 NSV
TK-05-006 82.00 83.00 1.00 0.34 0.51 0.24
NSV refers to no significant values.
True widths are indeterminate.
For more details on the terms of the acquisition and other related transactions, please refer to the
company's filing statement as filed on SEDAR.
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