Toronto, Ontario – TheNewswire - December 22, 2020 – Schooner Capital Corp. (TSXV:SCH.P) (TSXV:AUGC) (“Schooner” or the “Company”) is pleased to announce that it has successfully completed its previously-announced share exchange transaction (the "Transaction") with 1201361 B.C. Ltd. ("Target").

The Transaction, as previously announced in the Company’s news releases dated September 1, 2020, October 27, 2020 and December 2, 2020, constitutes the Company's Qualifying Transaction, as such term is defined by Policy 2.4 - Capital Pool Companies of the TSX Venture Exchange (the "TSXV").

Prior to closing of the Transaction, the Company changed its name to “Au Gold Corp.” and Target changed its name to “Ponderosa Exploration Ltd.” The new CUSIP number will be 002226108 and the new ISIN number will be CA0022261089.

The common shares of the Company (the “Shares”) are expected to begin trading as a Tier 2 mining issuer on the TSXV, under the stock symbol “AUGC” on December 24, 2020. The Company will now carry on the business of Target as an exploration stage mining issuer.  

Qualifying Transaction

Pursuant to a definitive share exchange agreement dated October 27, 2020, as amended November 30, 2020, with Target and the shareholders of Target, the Company acquired all of the issued and outstanding shares of Target in exchange for the issuance to former shareholders of Target of 6,655,824 Shares of the Company. Additionally, the Company issued 500,000 Shares to Mr. Edward Balon and Mr. Wojtek Jakubowski (the “Optionors”) in accordance with the terms of an option agreement dated April 5, 2019, as amended April 7, 2019 and October 6, 2020 among the Optionors and Target.

Pursuant to the closing of the Transaction, Target is now a wholly owned subsidiary of the Company.

As described in the Company’s filing statement dated November 30, 2020 available under the Company’s profile on SEDAR at www.sedar.com (the “Filing Statement”), certain of the Shares issued in connection with the Transaction are subject to either escrow requirements or seed share resale restrictions in accordance with TSX-V Policy 5.4 – Escrow, Vendor Considerations and Resale Restrictions.

 

Share Purchase Agreements

Certain incoming Principals  (as such term is defined in the polices of the TSXV) entered into share purchase agreements with the pre-Transaction Principals of the Company, pursuant to which, among other things, the former Principals sold and transferred to the purchasers, an aggregate of 2,400,000 outstanding Shares (the “Principal Shares”). Each of the purchasers executed a Form 5E – Agreement by Escrow Transferee to be Bound by Escrow Agreement, providing that the Principal Shares will remain subject to the terms of an escrow agreement originally dated June 11, 2018, among the Company, the former Principals and Computershare Investor Services Inc., as escrow agent.

Concurrent Financing

In connection with the Transaction, the Company completed a "best efforts" non-brokered private placement of 10,000,000 flow-through common shares of the Company (the “FT Shares”) at a price of $0.10 per FT Share (the "FT Financing") and a "best efforts" non-brokered private placement of 11,000,000 units of the Company (the “Units”) at a price of $0.10 per Unit (the “Unit Financing” and together with the FT Financing, the “Concurrent Financing”) for aggregate gross proceeds of $2,100,000. The Units are comprised of one Share and one-half of one common share purchase warrant (each full warrant, a “Warrant”). Each Warrant is exercisable to acquire a Share at a price of $0.15 per Share for a period of two years from the date of issuance.

In consideration for introducing certain subscribers to the Concurrent Financing, the Company paid cash finder’s fees of $105,150, and issued 1,051,500 non-transferrable finder's warrants (“Finder's Warrants”) to certain finders. Each Finder's Warrant entitles the holder to acquire one Share at a price of $0.10 for a period of two years from closing. 

Each of Mark Brown, William Wengzynowski and Marc Blythe are insiders of the Company by virtue of being directors or officers of the Company, as applicable (“Related Parties”), and purchased or acquired direction or control over a total of 750,000 Units and 100,000 FT Shares as part of the Concurrent Financing. The placement to those persons constitutes a “related party transaction” within the meaning of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”). Notwithstanding the foregoing, the directors of the Company have determined that the Related Parties' participation in the Concurrent Financing will be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 in reliance on the exemptions set forth in sections 5.5(a) and 5.7(1)(a) of MI 61-101 on the basis that neither the fair market value (as determined under MI 61-101) of the subject matter of, nor the fair market value of the proceeds of the Concurrent Financing, insofar as it involves the Related Parties, exceeds 25% of the Company’s market capitalization. The Company did not file a material change report 21 days prior to the closing of the Concurrent Financing, as the details of the participation of the Related Parties had not been confirmed at that time.

Following completion of the Transaction and Concurrent Financing, Mark Brown holds, directly or indirectly, 1,500,000 Shares, William Wengzynowski holds, directly or indirectly, 1,451,758 Shares and Marc Blythe holds, directly or indirectly, 5,621,275 Shares.

 

Directors and Management

Upon completion of the Transaction, the board of directors of the Company is now comprised of Mark Brown, Garrett Ainsworth, Neil Burns and Scott Trebilcock. In addition, Marc Blythe has been appointed as President and Chief Executive Officer, Winnie Wong has been appointed as Chief Financial Officer and Corporate Secretary and William Wengzynowski has been appointed as Exploration Manager.

Full details of the Transaction and other matters are set out in the Filing Statement, a copy of which can be found under the Company’s SEDAR profile at www.sedar.com.

Change of Auditor

Upon completion of the Transaction, DeVisser Gray LLP, being the Target’s auditor, was appointed as the Company’s auditor. MNP LLP, the Company’s former auditor, resigned as auditor of the Company upon completion of the Transaction.

The TSXV has in no way passed upon the merits of the Transaction and has neither approved nor disapproved the contents of this press release.

Contact Information

Marc Blythe

CEO & President

Website: augoldcorp.com

email: info@augoldcorp.com

 

Contact Person: Sandrine Lam

Contact Phone: +1-604-687-3520 ext. 250 

The TSXV has in no way passed upon the merits of the Qualifying Transaction and has neither approved nor disapproved the contents of this press release.

Neither the TSXV 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 Regarding Forward-Looking Information

This press release contains forward-looking information within the meaning of Canadian securities laws. Such information includes, without limitation, information regarding the terms and conditions of the Transaction. Although the Company believes that such information is reasonable, it can give no assurance that such expectations will prove to be correct.

Forward looking information is typically identified by words such as: "believe", "expect", "anticipate", "intend", "estimate", "postulate" and similar expressions, or are those, which, by their nature, refer to future events. The Company cautions investors that any forward-looking information provided by the Company is not a guarantee of future results or performance, and that actual results may differ materially from those in forward looking information as a result of various factors, including, but not limited to: the state of the financial markets for the Company's securities; the state of the natural resources sector; recent market volatility; the COVID-19 pandemic; the Company’s ability to raise the necessary capital or to be fully able to implement its business strategies; and other risks and factors that the Company is unaware of at this time. The reader is referred to the Filing Statement for a more complete discussion of applicable risk factors and their potential effects, copies of which may be accessed through the Company’s issuer page on SEDAR at www.sedar.com.

The forward-looking statements contained in this press release are made as of the date of this press release. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

The securities referred to in this news release have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption from the U.S. registration requirements.

This news release does not constitute an offer for sale of securities, nor a solicitation for offers to buy any securities.