Infield Minerals Announces Completion of Qualifying Transaction
NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES
VANCOUVER, BC / ACCESSWIRE / June 7, 2021 / Infield Minerals Corp. (“Infield” or the “Company”) is pleased to announce the completion of the previously announced qualifying transaction (the “Transaction”) of ECC Ventures 2 Corp. (“ECC2”) (TSXV:ETWO.P) pursuant to Policy 2.4 – Capital Pool Companies of the TSX Venture Exchange (the “Exchange”). ECC2 today completed a consolidation of its issued and outstanding common shares on the basis of 1 post-consolidation common share (the “Shares”) for each 2.25 pre-consolidation common shares and changed its name to “Infield Minerals Corp.”. Pursuant to the terms of the amalgamation between ECC2, its wholly owned subsidiary, 1276678 B.C. Ltd. (“Subco”), and Infield Minerals Corp. (“Infield Privco”), the Company has acquired 100% of the issued and outstanding common shares of Infield Privco through Subco in consideration for the issuance of an aggregate of 35,606,477 Shares to former shareholders of Infield Privco.
Effective at the opening of the market on Thursday, June 10, 2021, the Shares will commence trading on the Exchange under the symbol “INFD”. The Company’s new CUSIP number is 4567H102 and ISIN is CA45674H1029. For further information on the Transaction, please see the Company’s Filing Statement dated May 14, 2021, which is available on SEDAR.
Infield Private Placement
On completion of the Transaction, the previously issued 9,552,500 Subscription Receipts of Infield Privco, which were issued at a price of $0.40 for each Subscription Receipt pursuant to private placement financings completed on February 26, 2021 and April 14, 2021 (the “QT Financings”), each converted into one unit of the Company for no additional consideration. Each unit consists of one Share and one share purchase warrant, with each share purchase warrant entitling the holder to acquire one additional Share at a price of $0.60 per share until June 4, 2023. In connection with the QT Financings, the Company paid fees of $231,770 and issued 535,675 agents warrants and 17,500 finders warrants to brokers and finders who introduced subscribers to the QT Financings. Each agent and finder warrant is exercisable into one Share at a price of $0.40 per Share until June 4, 2023.
The gross proceeds of $3,821,000 from the QT Financings will be used to fund the Company’s exploration campaign on the Mercury One property (the “Property”) located in the Schell Creek Range, White Pine County, Nevada, USA, for Transaction costs, and for general working capital purposes.
M1 Property
Pursuant to an option agreement between Infield and Mercury Exploration Nevada Inc. (“MExN”) dated June 30, 2020, Infield has an option to earn a 100% interest in the Property (the “Option”). The Property is a low-sulphidation epithermal gold-silver project with mineralization associated with silicified breccia zones along and proximal to regional and local fault structures.
2021 Exploration Campaign
Infield’s exploration objectives at the Property during the 2021 season consists of prospecting, mapping, rock sampling, and geophysical surveying activities as well as approximately 4,000 metres of reverse circulation (“RC”) drilling.
Initial drilling commenced in Q1 with 1,920 metres of RC drilling completed over six holes within the South zone of the Property. An additional 2,000 metres of RC drilling at the North zone of the Property is anticipated in Q3. The drilling program is designed to test initial targets in the North and South zones to assess if the gold- and silver-bearing breccia bodies observed in the field are surface expressions of much larger breccia bodies that are associated with faults at depth. The program prioritizes targets with coincident geophysical anomalies (resistivity and chargeability), altered and brecciated rocks mapped on surface, and rock and soil samples with anomalous gold and silver values interpreted to be associated with silicified fault structures.
Pursuant to the terms of the Option, Infield may earn a 100% ownership interest in the Property by issuing MExN 776,250 Infield Shares and making aggregate cash payments of a total of US$207,500 over a period of three years. Infield must also spend $200,000 on the Property by September 30, 2021. To date, Infield has issued 168,750 Infield Shares to MExN, made aggregate cash payments of USD$12,500, and has satisfied the requirement to spend $200,000 on the Property by September 30, 2021. Going forward, Infield will refer to the Property as “M1” in its disclosure documents and corporate materials.
Board and Management
The Board of Directors and management team of the Company have been reconstituted to include the following individuals:
Evandra Nakano, President, CEO and Director
Ms. Evandra Nakano, is the founder, Director, President and CEO of Infield Minerals Corp. She was also co-founder and former CEO and CFO of Kismet Resources Corp. which amalgamated with TDG Gold Corp. in 2020. From 2010 to 2014, Ms. Nakano was a technical team member of B2Gold Corp., where she participated in the evaluation of several major acquisitions. With more than a decade of international mineral exploration and mining industry experience, Ms. Nakano brings a strong combination of technical expertise and business acumen to Infield. She holds a B.Sc. (Honours Geology) from the University of British Columbia (UBC) and an MBA (Finance) from Sauder School of Business, UBC.
Robert Chisholm, CFO and Corporate Secretary
Mr. Robert Chisholm is the CFO of Emprise Capital Corp. (“Emprise”), a private merchant bank based in Vancouver, BC, which provides management, restructuring, accounting and financial services to public companies. Prior to Emprise, Mr. Chisholm was the CFO for PNI Digital Media, a publicly listed company (acquired by Staples). Mr. Chisholm holds a professional accounting designation in Canada and received his BBA with a major in accounting from Saint Francis Xavier University in Nova Scotia.
Richard Dufresne, VP Exploration
Mr. Richard Dufresne is a professional geologist active in the mining and mineral exploration industry for more than 30 years. He has held executive and senior management positions for both junior and major companies exploring in North and South America as well as West Africa. From 2009 to 2014, Mr. Dufresne was VP Exploration for Camino Minerals Corp., where he managed all operational and technical aspects of exploration activities in Mexico. From 2002 to 2007, Mr. Dufresne held the position of Senior Geologist for Anglo American Exploration (Canada) Ltd., managing Eastern Canada exploration. Mr. Dufresne is a Geology graduate from University of Montreal and hold a P.Geo. designation with Engineers and Geoscientists BC (EGBC).
Elizabeth McGregor, Director
Ms. Elizabeth McGregor served as the Executive Vice President and Chief Financial Officer of Tahoe Resources Inc. from August 9, 2016 until the acquisition by Pan American Silver Corp. on February 22, 2019. Ms. McGregor is a Canadian Chartered Professional Accountant (CPA, CA) and, prior to her role as Chief Financial Officer, served as Tahoe Resource’s VP Treasurer. She directed financial planning, corporate liquidity, financial reporting and risk management. Prior to joining Tahoe Resources, she worked at Goldcorp Inc. from 2007 to 2013 where she held various financial roles including Director of Project Finance and Cost Control, Administration Manager at the Peñasquito mine, and Director of Risk. Ms. McGregor began her career at KPMG as Audit Manager. She holds a B.A. (Hons) from Queen’s University in Kingston.
Shervin Teymouri, Director
Mr. Shervin Teymouri is the founder, CEO and Principal Mining Engineer of Mineit Consulting Inc. Prior to MineIt Consulting, Shervin was a senior mining engineer with Roscoe Postle Associates, and a senior mining engineer at Alexco Resource Corp. Mr. Teymouri has served as a director and on advisory boards for several public and private mining companies. He is a technical director with the Canadian Institute of Mining in Vancouver, and a member of the Mining Technical Advisory and Monitoring Committee of the Canadian Securities Administrators. Mr. Teymouri is also an Adjunct Professor of Mining Engineering at UBC. He holds a B.A.Sc. (Geological Engineering) and Masters (Mining Engineering/Mining Economics) from UBC and holds a P.Eng. designation with EGBC.
David Hladky, Director
Mr. David Hladky is a Professional Geologist with over 22 years of hands-on international mineral exploration experience. His positions have included Senior Geologist and Project Manager for projects in Mexico, Canada, Argentina and Peru, as well as contributing roles in Australia, Brazil and Nevada. Mr. Hladky is currently a Geological Consultant for Newrange Gold Corp. in Ontario and Nevada, and for GR Silver Mining Ltd. in Mexico. He also serves as a Director and Technical Advisor for TRU Precious Metals Corp., and was formerly a Director of Kismet Resources Corp. Mr. Hladky holds a B.Sc. from the University of Alberta, and a P.Geo. designation with APEGA.
Scott Ackerman, Director
Mr. Scott Ackerman is the President and CEO of Emprise. Mr. Ackerman has been active in the public markets for more than 25 years, having held senior executive roles in various capacities from Investor Relations to Executive Management. In addition to his role with Emprise, Mr. Ackerman serves as director and/or officer of a number of publicly traded and private “start-up” venture companies.
The Company wishes to thank Doug McFaul and Brent Ackerman, who have resigned as directors of the Company, for their past services.
Share Capital
Following closing of the Transaction, the Company has a total of 47,758,981 Shares issued and outstanding, including an aggregate of 13,478,142 common shares which are subject to escrow and will be released over 36 months from closing. An additional 23,175,002 Shares are subject to additional resale restrictions (the “Pooled Shares”). 13,612,500 of the Pooled Shares are subject to the provision of a value escrow agreement, with 10% released on closing and 15% every six months thereafter, and 9,562,502 of the Pooled Shares are subject to four-month pooling, with 20% released on closing and 20% monthly thereafter.
On closing of the Transaction, the Company granted 2,500,000 stock options to directors, officers and consultants of the Company, exercisable at $0.40 per share for a period of five years. ECC2’s 565,000 stock options which were previously outstanding were affected by the share consolidation, resulting in: (i) 111,111 stock options with an expiry date of April 18, 2023; and (ii) 140,000 stock options with an expiry date of September 4, 2021, each being exercisable at $0.225 per share.
In addition, commencing on August 5, 2021, and every three months thereafter, the Company will issue 168,750 shares (to a maximum of 843,750 shares in total) to Richard Dufresne as consideration for services rendered to the Company pursuant to the terms of a consulting agreement, with such shares being subject to escrow upon issuance.
As a result of the Transaction, Evandra Nakano has ownership and control over 8,000,225 Shares, representing 16.75% of the issued and outstanding Shares (or 8,925,225 Shares and 18.33% of the Company’s then outstanding Shares on a partially diluted basis, assuming exercise of Evandra Nakano’s share purchase warrants and stock options). Neither the Company nor, to the knowledge of the Company after reasonable inquiry, Evandra Nakano, have knowledge of any material information concerning the Company or its securities which has not been generally disclosed.
The Company has been advised that the securities were acquired by Evandra Nakano for investment purposes, and she has no present intention to acquire further securities of the Company, although she may, in the future, acquire or dispose of securities of the Company through the market or otherwise, as circumstances or market conditions warrant.
To obtain a copy of the early warning report filed under applicable Canadian provincial securities legislation, please go to the Company’s profile on SEDAR.
Technical aspects of this news release have been reviewed and approved by Richard Dufresne, P.Geo., Vice President Exploration of Infield, who is a qualified person as defined by National Instrument 43-101.
For more information, please contact Evandra Nakano, the CEO, President and a director of the Company, at +1 (604) 220-4691 or email: info@infieldminerals.com.
On Behalf of the Board of Directors of Infield Minerals Corp.
Evandra Nakano
Director
About Infield
Infield Minerals is currently exploring for high-grade gold and silver in mining-friendly Nevada. Our mission is to grow the company through discovery, acquisitions and sustainable development of high quality, high potential assets. Founded in 2020, Infield is led by a team of mining entrepreneurs with extensive technical and resource evaluation experience.
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.
Forward-Looking Statements
Statements included in this announcement, including statements concerning Infield’s plans, intentions and expectations, which are not historical in nature, are intended to be, and are hereby identified as, “forward‐looking statements”. Forward‐looking statements may be, but are not always, identified by words including “anticipates”, “believes”, “intends”, “estimates”, “expects” and similar expressions. Infield cautions readers that forward‐looking statements, including without limitation those relating to Infield’s future operations and business prospects, are subject to certain risks and uncertainties (including geopolitical risk, regulatory, Covid-19 and exchange rate risk) that could cause actual results to differ materially from those indicated in the forward‐looking statements. There can be no assurance that any forward-looking statement will prove to be accurate or that management’s assumptions underlying such statements will materialize. The forward-looking statements included in this news release are made as of the date of this new release and Infield does not undertake to update or revise any forward-looking information included herein, except in accordance with applicable securities laws.
SOURCE: Infield Minerals Corp.
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