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File: Closing. News Release Acquisition Closing Final. doc.pdf
Suite 1110 1111 West Georgia Street
Vancouver, B.C. V6E 4M3
NEWS RELEASE
TSXV Symbol: NNN NR-2016-02-29
ACQUISITION OF TYKO RESOURCES INC..
Vancouver, B.C., February 25, 2016 Nickel One Resources Inc. (the "Company") (TSXV: NNN)
(formerly Redline Resources Inc.) announces that pursuant to the Share Exchange Agreement dated
January 30, 2015, as amended, between the Company, Tyko Resources Inc. ("Tyko") and the
shareholders of Tyko, the Company has closed its acquisition of all of the outstanding shares of Tyko (the
"Acquisition") and will resume trading on the TSX Venture Exchange (the "Exchange") as a Tier 2
mining issuer on February 29, 2016.
In connection with closing the Acquisition, the Company:
SEDAR filed its Filing Statement dated February 5, 2016;
issued 13,036,966 common shares ("Acquisition 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% on the closing date
and an additional 15% every six months thereafter);
issued 976,848 finder's fee shares at a deemed price of $0.10 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 of:
- 4,166,667 flow-through units ("FT Units") at $0.12 per FT Unit for gross proceeds of
$500,000. Each FT Unit consists of one flow-through common share and one-half of one
non-flow-through share purchase warrant ("Warrants"). Each whole Warrant entitles the
holder to purchase one additional share at a price of $0.15 for 24 months; and
- 3,900,000 non-flow-through units ("NFT Units") at $0.10 per NFT Unit for gross proceeds
of $390,000. Each NFT Unit consists of one non-flow-through common share and one-half
of one Warrant.
In connection with the financing, the Company paid an aggregate of $53,200 as cash finder's
fees, and issued 541,333 finder's warrants. Each finder's warrant entitles the holder to acquire
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1110 1111 West Georgia Street, Vancouver, British Columbia
Telephone: 604.805.3530 Fax: 778-327-6675 www.nickeloneinc.com/
one common share at $0.15 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 Inc., by the issuance of 1,972,120 shares at a deemed price of
$0.10 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 finders' warrants
outstanding.
Regarding the private placement, the FT Units were originally acquired by an Ontario based association
of medical professionals and immediately transferred to Delbrook Capital Corp. ("Delbrook") . The
4,166,667 shares forming part of the FT Units represent 15.37% of the outstanding shares of the
Company. Assuming the exercise of the 2,083,333 Warrants, Delbrook would hold an aggregate of
6,250,000 Shares, representing 21.41% 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 are now
comprised of:
J. Michael W. Collins - CEO, President, Director
Robert J. Scott - CFO
Jeffrey Dare - Corporate Secretary
Abraham Drost - Director
Roderick Johansen - Director
Scott Jobin-Bevans - Director
Ray Strafehl - Director
J. Michael W. Collins, P.Geo Mr. Collins is currently President, CEO and a director of Argus Metals
Corp. (TSXV: AML). 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 B.Sc. (Honours) from Dalhousie University in 1996, and was granted professional status from the
APGO in May of 2003 and from APEGBC 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 and 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 CFO of
Riverside Resources (TSXV: RRI) and Northair Silver Corp. (TSXV: INM), and a director of Entourage
Metals Ltd. (TSXV: EMT) and Mongolian Growth Group (TSXV: YAK). Mr. Scott earned his CA
designation in 1998, his CFA designation in 2002, and has a B.Sc. from the University of British
Columbia.
L. Scott Jobin-Bevans, Ph.D. Geology, M.Sc. Geology, B.Sc (Hons.) Geology Mr. Jobin-Bevans is a
professional geoscientist (APGO - June 2002) with more than 25 years' experience in the mining and
mineral exploration industry. He obtained a Bachelor of Science (Hons.) in Geology from the University
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1110 1111 West Georgia Street, Vancouver, British Columbia
Telephone: 604.805.3530 Fax: 778-327-6675 www.nickeloneinc.com/
of Manitoba, Winnipeg, Manitoba in June 1995; M.Sc. Geology from the University of Manitoba,
Winnipeg Manitoba in June 1997; and Ph.D. Geology from the University of Western Ontario, London
Ontario in December 2004. He has directed exploration programs for precious and base metals
companies across Canada. Mr. Jobin-Bevans is currently a director of Stroud Resources Ltd. (TSXV:
SDR), Northern Shield Resources Ltd. (TSXV: NRN); and formerly a director of Strike Minerals Inc.
(TSXV: STK) (October 2010 to February 2014) and director of Ateba Resources Inc. (CSE: ATR) (April
2011 to June 2014). He is currently Co-Founder, Chairman, CEO and a director of Caracle Creek
International Consulting Inc. (a private company) and formerly President, CEO and a director of Treasury
Metals Inc. (TSX: TML) (January 2008 to April 2011). Mr. Jobin-Bevans was President of the
Prospectors and Developers Association of Canada (2010 to 2012).
Abraham P. Drost, MSc., P.Geo Mr. Drost is a registered Professional Geoscientist (Ontario). He
obtained a Bachelor's degree in Earth Sciences from University of Waterloo, 1984 and a Master of
Science degree in Mineral Exploration from Queen's University, 1987. Mr. Drost is the CEO of
Kingstone Royalty Corp. and until recently was CEO, President and Director of Carlisle Goldfields
Limited (TSX: CGJ) until its merger with Alamos Gold Inc. (AGI: TSX). He was the founding President,
CEO and Director of Premier Royalty Inc. (NSR: TSX) until its merger with Sandstorm Gold Inc. (SSL:
TSX). He was former President, CEO and a Director of Mega Precious Metals Inc. (TSXV: MGP) until
its merger with Yamana Gold Inc. (YRI: TSX). Mr. Drost is a past-President and Director of Sandspring
Resources Ltd. (SSP: TSXV); past-President, CEO and Director of Source Exploration Corp. (SOP:
TSXV); and past-President and Director of Sabina Gold and Silver Corporation (SBB: TSX).
Roderick W. Johansen Mr. Johansen is currently a lawyer with Johansen Law Firm LLP of Thunder
Bay Ontario in the practise of corporate and commercial law including commercial transactions and
litigation. He has provided counsel to numerous junior mineral exploration companies including Mega
Precious Metals Inc. (TSXV: MGP), Source Exploration Corp. (TSXV: SOP), Skybridge Development
Corp. (TSXV: SBD) and the original Wolfden Resources Inc. (TSXV: WLF) with respect to transactions,
financing and litigation matters.
Raymond (Ray) P. Strafehl Mr. Strafehl has over 30 years' 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 Advisor with the National Futures Association in Canada (since 1998);
and founded Venture B.C. in 1998. Mr. Strafehl is currently CEO 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 Venture Exchange listed issuers. He currently serves as the Corporate Secretary for
Riverside Resources Inc. (TSXV: RRI), Northair Silver Corp. (TSXV: INM), Bluestone Resources Inc.
(TSXV: BSR), Kivalliq Energy Corporation (TSXV: KIV) and Corex Management Inc., a private
administration company. Through Corex Management Inc. 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, Thunder Bay Mining District,
Ontario, Canada (the "Property").
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1110 1111 West Georgia Street, Vancouver, British Columbia
Telephone: 604.805.3530 Fax: 778-327-6675 www.nickeloneinc.com/
The following is a summary of the interpretations, conclusions and recommendations contained in that
technical report (the "Report") prepared by Alan Aubut, P.Geo. 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 at www.sedar.com.
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 shows 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 Jinchaun 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 proven that a comparable system exists on the property.
The Report summarizes previous drilling on the property by earlier operators (Figure 1). 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 CAD$396,000.
Figure 1: Historical drilling results from the Tyko Project (2006/07); Aubut, 2015
Hole # From_m To_m Length_m Ni_pct Cu-pct Pd-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: No significant values
- True width indeterminate
-
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1110 1111 West Georgia Street, Vancouver, British Columbia
Telephone: 604.805.3530 Fax: 778-327-6675 www.nickeloneinc.com/
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.
ON BEHALF OF THE BOARD:
"Michael Collins"
CEO, President
For further information contact:
Michael Collins
Phone: 1.604.805.3530
Fax: 778-327-6675
Email: info@nickeloneinc.com
Neither the TSX Venture Exchange nor its Market Regulator (as that term is defined in the policies of the TSX Venture
--->Exchange) accepts
responsibility for the adequacy or accuracy of this release.
This press release is not an offer or a solicitation of an offer of securities for sale in the United States of Americ
--->a. The common shares of
Nickel One Resources Inc. have not been and will not be registered under the U.S. Securities Act of 1933, as amended,
--->and may not be offered
or sold in the United States absent registration or an applicable exemption from registration.
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1110 1111 West Georgia Street, Vancouver, British Columbia
Telephone: 604.805.3530 Fax: 778-327-6675 www.nickeloneinc.com/
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