Atico Mining Corporation Completes Acquisition of Toachi Mining Inc. Creating a Leading Latin American Copper-Gold Operator, ...
September 11 2019 - 8:45AM
Atico Mining Corporation (TSX.V:ATY, OTC:ATCMF)
(“
Atico” or the “
Company”) and
Toachi Mining Inc
. (TSX-V:TIM, OTC:TIMGF)
(“
Toachi”) are pleased to announce that Atico has
completed the previously announced acquisition of all of the issued
and outstanding shares of Toachi by way of a plan of arrangement
(the “
Arrangement”). The Arrangement was approved
by the Ontario Superior Court of Justice in its final order dated
September 9, 2019.
The Arrangement was completed pursuant to the
Canada Business Corporations Act. Pursuant to the terms of the
Arrangement, Toachi shareholders received 0.24897 of an Atico share
for each Toachi share held.
In connection with the closing of the
Arrangement, Atico increased the size of its board of directors to
seven, with former Toachi director Jonathon Goodman being appointed
to the Atico board of directors. Atico also appointed Alain Bureau,
the former President and Chief Executive Officer of Toachi, as the
President of Atico. It is expected that the Toachi shares will be
de-listed from the TSX-V Exchange and the OTCQB on September 12,
2019 and that Toachi will cease to be a reporting issuer shortly
thereafter.
Advisors and Counsel
Blake, Cassels & Graydon LLP acted as
Atico’s legal advisor. Laurentian Bank Securities acted as
financial advisor to Atico.
Séguin Racine, Attorneys Ltd. acted as Toachi’s
legal advisor. Maxit Capital LP acted as financial advisor to
Toachi.
About Atico Mining
Corporation
Atico Mining is a Canadian-based Company focused
on developing and operating copper-gold projects in Latin America.
Drawing on the extensive operational experience of management and
directors in Latin America, the Company's strategy is to build a
mid-tier copper-gold producer by acquiring advanced-stage projects
with potential for high-margin operations and sustainable organic
growth.
About Toachi Mining Inc.
Toachi brings a disciplined and veteran team of
project managers together with one of the industry’s highest grade
polymetallic projects at the La Mina VMS deposit in Ecuador. Toachi
is focused on and committed to the development of advanced stage
mineral projects throughout the Americas using industry best
practices combined with a strong social license from local
communities.
For further information please visit the Atico
and Toachi websites at www.aticomining.com or www.toachimining.com
or contact:
Igor DutinaCorporate DevelopmentAtico Mining
Corporation604-633-9022idutina@aticomining.com |
Talia ShewchukCorporate SecretaryToachi Mining
Inc.416-365-2428tshewchuk@toachimining.com |
Cautionary Note Regarding
Forward-Looking Statements
This news release includes “forward-looking
information” under applicable Canadian securities laws. These
forward looking statements or information relate to, among other
things: future trends, plans, strategies, objectives and
expectations with respect to Atico after its acquisition of Toachi,
the intention to cause Toachi shares to be delisted from the TSX-V
Exchange and OTCQB and the submission of the application by Toachi
to cease to be a reporting issuer.
Such forward-looking statements are based on a
number of material factors and assumptions, including, but not
limited to: the price of gold, copper, and other metals; costs of
development and production; estimated production rates for gold and
other metals produced by the parties; the estimated costs of
development of development projects; Atico and/or Toachi’s ability
to operate in a safe and effective manner, the necessary
shareholder, court, stock exchange and regulatory approvals, and
their ability to obtain financing on reasonable terms. Forward
looking information relating to future production, analyst
coverage, liquidity, cash flow and potential revaluation of Atico
shares, future growth potential for Atico, Toachi and their
respective businesses, future mine development plans, estimates
regarding the recovery of minerals, and estimates of production
costs is based on management of the applicable parties’ reasonable
assumptions, estimates, expectations, analyses and opinions, which
are based on such management’s experience and perception of trends,
current conditions and expected developments, and other factors
that management believes are relevant and reasonable in the
circumstances, but which may prove to be incorrect.
These statements reflect the parties’ respective
current views with respect to future events and are necessarily
based upon a number of assumptions and estimates that, while
considered reasonable by the respective parties, are inherently
subject to significant business, economic, competitive, political
and social uncertainties and contingencies. Many factors, both
known and unknown, could cause actual results, performance or
achievements to be materially different from the results,
performance or achievements that are or may be expressed or implied
by such forward-looking statements or information and the parties
have made assumptions and estimates based on or related to many of
these factors. Such factors include, without limitation: the
synergies expected from the Transaction not being realized;
business integration risks; fluctuations in general macro-economic
conditions; fluctuations in securities markets and the market price
of Atico’s shares; fluctuations in the spot and forward price of
gold and other metals or certain other commodities (such as natural
gas, fuel oil and electricity); fluctuations in the currency
markets (such as the Canadian dollar, Colombian peso and the U.S.
dollar); changes in national and local government, legislation,
taxation, controls, regulations and political or economic
developments in Canada, the United States, Colombia or Ecuador;
operating or technical difficulties in connection with mining or
development activities; risks and hazards associated with the
business of mineral exploration, development and mining (including
environmental hazards, industrial accidents, unusual or unexpected
formations, pressures, cave-ins and flooding); risks relating to
the credit worthiness or financial condition of suppliers, refiners
and other parties with whom the parties do business; inability to
obtain adequate insurance to cover risks and hazards; and the
presence of laws and regulations that may impose restrictions on
mining, including those currently enacted in Colombia and Ecuador;
employee relations; relationships with and claims by local
communities and indigenous populations; availability and increasing
costs associated with mining inputs and labour; the speculative
nature of mineral exploration and development, including the risks
of obtaining necessary licenses, permits and approvals from
government authorities; diminishing quantities or grades of mineral
reserves as properties are mined; title to properties; and risks
and uncertainties applicable to Atico and Toachi as set forth in
their continuous disclosure filings filed under their respective
SEDAR profiles at www.sedar.com.
Readers are cautioned against attributing undue
certainty to forward-looking statements or information. Although
the parties have attempted to identify important factors that could
cause actual results to differ materially, there may be other
factors that cause results not to be anticipated, estimated or
intended. The parties do not intend, and do not assume any
obligation, to update these forward-looking statements or
information to reflect changes in assumptions or changes in
circumstances or any other events affecting such statements or
information, other than as required by applicable law.Neither TSX
Venture Exchange nor its Regulation Services Provider (as that term
is defined in the policies of the TSX Venture Exchange) accepts
responsibility for the adequacy or accuracy of this release.
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