10:00:40 EDT Thu 16 May 2024
Enter Symbol
or Name
USA
CA



Auxico Resources Canada Inc
Symbol AUAG
Shares Issued 78,654,578
Close 2023-07-19 C$ 0.185
Market Cap C$ 14,551,097
Recent Sedar Documents

Auxico investor CAN acquires debentures, shares

2023-07-20 12:28 ET - News Release

Mr. Pierre Gauthier reports

AUXICO ANNOUNCES ACQUISITION OF 20,000,000 COMMON SHARES BY CENTRAL AMERICA NICKEL, ON A DILUTED BASIS AND FILING OF EARLY WARNING REPORT

Central America Nickel Inc. (CAN) has made a subsequent meaningful acquisition of Auxico Resources Canada Inc.'s outstanding debentures in the principal amount of $1,175,000 from current debentureholder Caroline Freymond. The Debentures are convertible into units each comprised of one common share priced at $0.20 and one warrant, for a total of 5,875,000 common shares and 5,875,000 warrants in the capital of Auxico; the warrants have a strike price of $0.25 for a period of 3 years from the date of issuance. The maturity date of the Debentures is October 23, 2023. The $1,175,000 principal amount of Debentures also carries a 5.875% profit interest in the operations of the Company. In addition, CAN has acquired 4,125,000 common shares and 4,125,000 warrants in the capital of Auxico from Caroline Freymond; each warrant is convertible into one common share at a strike price of $0.25, until February 28, 2026.

CAN is a Canadian-based mining and technology firm with common directors and management as Auxico, and has acquired these Debentures as a long-term investor due to the strategic importance and substantial quantity of rare earth and other critical minerals contained in Auxico's highly-prospective Colombian and Brazilian projects. Prior to this Transaction, CAN held 7,550,000 shares and 4,275,000 warrants in Auxico. Inclusive of this acquisition of common shares from Caroline Freymond, CAN now holds 12.64% of the issued and outstanding common shares of Auxico. Pending complete conversion of the Debentures into units and the exercise of warrants, on a partially diluted basis CAN would hold a total of 31,825,000 common shares in the capital of Auxico. Based on the current share capital outstanding as of today's date, 31,825,000 common shares in the capital of Auxico would represent approximately 27.28% of Auxico on a partially diluted basis.

Auxico has agreed with CAN the following:

This acquisition of Debentures on CAN's part does not constitute a change in control of Auxico on the part of CAN.

CAN does not intend to seek board additional representation or other management changes.

CAN has acquired these Debentures strictly for investment purposes.

CAN has agreed to not convert Debentures into units and/or exercise warrants into common shares if that would put CAN into a position where it would own 20% or more of the common shares of the Company.

Auxico is issuing this news release in compliance with Canadian securities regulations.

This represents a significant transaction for the Company as it further solidifies the relationship with its joint venture partner CAN; the companies continue to collaborate on the development of proprietary metallurgical processes and technology licensing, as well as on the export of monazite (rare earth concentrates) from the Democratic Republic of the Congo as per the signed sales agency agreement. The visions of the two companies are strategically aligned; CAN is focused on sourcing and processing of critical minerals and energy metals, including rare earth elements, and the company controls directly or indirectly, various resource properties including world-class nickel, lithium, and rare earth deposits integral to the transition towards a clean energy and green economy.

Early Warning

This press release is issued pursuant to National Instrument 62-104 - Take-Over Bids and Issuer Bids and National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues. As a result of this meaningful acquisition, CAN will hold 12.64% of the issued and outstanding common shares of Auxico. If all the Debentures of CAN are converted into units and subsequently all warrants of CAN are exercised, CAN will own 27.28% of the issued and outstanding common shares of Auxico, on a partially diluted basis. However, as stated above, CAN will not exercise any securities if doing so would put CAN in an ownership of more than 20% of the issued and outstanding common shares of Auxico. The Acquisition was made for investment purposes.

This acquisition constitutes a related party transaction pursuant to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101") as Mr. Pierre Gauthier is an officer and director of Auxico and CAN and Mr. Mark Billings is an officer and director of CAN and Auxico. However, Auxico expects such participation would be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as the fair market value of the acquisition and the consideration for the acquisition, would not exceed 25% of Auxico's market capitalization. Auxico did not file a material change report in respect of the related party transaction at least 21 days before the acquisition, which the Company deems reasonable in the circumstances to complete the execution of the acquisition in an expeditious manner.

In accordance with applicable securities laws, CAN may, from time to time and at any time, acquire additional shares and/or other equity, debt or other securities or instruments (collectively, "Securities") of Auxico in the open market or otherwise, and reserves the right to dispose of any or all of their Securities in the open market or otherwise at any time and from time to time, and to engage in similar transactions with respect to the Securities, the whole depending on market conditions, the business and prospects of Auxico and other relevant factors.

A report respecting this acquisition will be electronically filed with the Securities Commission in each jurisdiction where Auxico is reporting and will be available for viewing on SEDAR at www.sedar.com.

About Auxico Resources Canada Inc.

Auxico Resources Canada Inc. ("Auxico") is a Canadian company that was founded in 2014 and based in Montreal, trading on the Canadian Stock Exchange (CSE) under symbol AUAG and on the OTCQB Market under symbol AUXIF. Auxico is engaged in the acquisition, exploration and development of mineral properties in Colombia, Brazil, Mexico and the Democratic Republic of the Congo.

We seek Safe Harbor.

© 2024 Canjex Publishing Ltd. All rights reserved.