WAMCO TECHNOLOGY GROUP LTD.
365 Bay Street, Suite 400
Toronto, Ontario M5H 2V1
FOR IMMEDIATE RELEASE
WAMCO TECHNOLOGY GROUP LTD. AND GENERIC GOLD CORPORATION ANNOUNCE BUSINESS COMBINATION
Toronto, Ontario - September 26, 2017 – Wamco Technology Group Ltd. (“Wamco”) is pleased to announce that it has entered into a binding letter of intent for a business combination (the “LOI”) with Generic Gold Corporation (“Generic Gold”).
Pursuant to the business combination (the “Business Combination”), Wamco and Generic Gold will combine and continue under the name, Generic Gold Corporation. Following completion of the Business Combination, the resulting company (the “Resulting Issuer”) will hold all of Generic Gold’s assets and conduct the business of Generic Gold.
Pursuant to the Business Combination, the common shares in the capital of Wamco will be consolidated on the basis of one (1) post-consolidation common share of Wamco for every two point two (2.2) preconsolidation common shares of Wamco. Each shareholder of Generic Gold will receive one (1) postconsolidation common share of the Resulting Issuer. Holders of common share purchase warrants, incentive options and broker warrants in the capital of Generic Gold shall receive common share purchase warrants, incentive options and broker warrants in the capital of Resulting Issuer on the same terms and conditions after adjustment for the foregoing exchange ratios.
As of September 25, 2017, there are 6,603,244 common shares of Wamco issued and outstanding and 33,356,968 common shares of Generic Gold issued and outstanding. As a result of the Business Combination, the Resulting Issuer expects to have approximately 36,358,442 issued and outstanding common shares on a non-diluted basis. Approximately 8.25% of those shares will be held by former shareholders of Wamco and 91.75% will be held by former shareholders of Generic Gold.
The proposed management of the Resulting Issuer upon completion of the Business Combination is as follows:
Kelly Malcolm, President, Chief Executive Officer
Mr. Malcolm has been working in the mineral exploration industry since 2011, and specializes in geochemical and geophysical data integration & interpretation to guide exploration activities. He was most recently involved in the discovery and delineation of Detour Gold's high-grade 58N deposit. Mr. Malcolm acts as a consultant to several boutique Toronto-based finance firms. He holds a Bachelor of Science Honours degree in geology and a Bachelor of Arts degree in economics, both from Laurentian University.
Donald Christie, Chief Financial Officer, Corporate Secretary and Director
Mr. Christie is CEO and a director of Norvista Capital Corporation, an investment company focussed on the resource industry. Mr. Christie is also CFO and a director of Nevada Zinc Corporation and a director of Rockcliff Copper Corporation and Northern Graphite Corporation. Mr. Christie was previously CFO of Continental Gold Limited and spent over 25 years as an investment banker. Mr. Christie holds a Bachelor of Commerce Honours degree from Queen’s University and received his Chartered Accountant designation while working for PricewaterhouseCoopers LLP.
Bruce Durham, Director
Mr. Durham, a Professional Geologist, is currently President, CEO and a director of Nevada Zinc Corporation and sits on the board of several resource-related companies. Mr. Durham has been involved in the mineral exploration business for more than 40 years, primarily in the junior exploration industry exploring for precious and base metal deposits in Ontario and Quebec, but also with companies exploring across Canada, in the United States and in Africa. Mr. Durham’s career has seen him directly involved in a number of exploration programs that resulted in new mines being built, including two of the three Hemlo, Ontario gold mines, as well as Québec’s newest nickel, copper, platinum group elements (PGE) mine in the Raglan area.
Victor Cantore, Director
Mr. Cantore is President, CEO, and a director of Amex Exploration, a Quebec-based exploration company. He is a seasoned capital markets professional specializing in the resource and high-tech sectors. He has more than 25 years of advisory and leadership experience having begun his career in 1992 as an investment advisor and then moving into management roles at both public and private companies. During his career he has organized and structured numerous equity and debt financings, mergers and acquisitions, joint venture partnerships and strategic alliances. Mr. Cantore serves on the boards of various companies both private and public.
Nathan Tribble, Director
Mr. Nathan Tribble, B.Sc. P.Geo. (ON) is a Senior Lead Geologist for Sprott Mining Inc. and Jerritt Canyon Gold. He has over 12 years of professional experience in exploration and mining. Prior to his current role, Mr. Tribble was lead project geologist for Kerr Mines in Kirkland Lake, geologist for Northern Gold Mining in Matheson, Ontario and an exploration geologist and project geologist for Trelawney Mining and Exploration Inc. in Gogama, where he was part of the exploration team that discovered the 8.2 millionounce Côté Lake gold deposit, prior to the $608 million takeover by Iamgold. Nathan has also held other geologist-related positions with Lake Shore Gold and Inco. Mr. Tribble is registered as a Professional Geoscientist in Ontario and holds a Bachelor of Science degree in Geology from Laurentian University.
Upon completion of the Business Combination one or possibly two more directors may be appointed to the board of directors of the Resulting Issuer as agreed to by Wamco and Generic Gold.
Completion of the Business Combination is subject to various closing conditions, which are usual and appropriate for a transaction of this nature, including but not limited to approval of name change and share consolidation by the shareholders of Wamco and the approval of the Business Combination by the shareholders of Generic Gold at their respective special meetings of shareholders. Pursuant to the LOI, each of Wamco and Generic Gold shall deliver voting support agreements in favour of the Business Combination from at least 60% of their shareholders, respectively.
Wamco is a reporting issuer in the Provinces of Alberta and British Columbia and its common shares are not currently listed on any exchange or market. Wamco has no commercial operations, no assets, and minimal liabilities.
For further information contact:
Lisa McCormack, President of Wamco
About Generic Gold
Generic Gold was incorporated pursuant to the Business Corporation Act (Ontario) on May 30, 2017. Generic is a Toronto based mining company exploring targets in the Tintina Gold Belt in the Yukon territory of Canada. Generic Gold has recently raised approximately $2.4 million in financing through the issuance of a combination of flow-through and hard dollar share units, in order to advance its Yukon assets for both the 2017 and 2018 field seasons. Since incorporation, Generic Gold has completed diamond drilling on its Livingstone project, trenching on its VIP project, and is commencing reverse circulation drilling on its Goodman project. For information on Generic Gold’s property portfolio, visit the company’s website at genericgold.ca.
For further information contact:
Kelly Malcolm, President and CEO of Generic Gold
Completion of the Business Combination is subject to a number of conditions, including the receipt of securities commission or other regulatory authority approvals and shareholder approval. The Business Combination cannot close until the required approvals are obtained. There can be no assurance that the Business Combination will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circulars to be prepared in connection with the Business Combination, any information released or received with respect to the transactions described herein may not be accurate or complete and should not be relied upon.
No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein nor has in no way passed upon the merits of the proposed transactions and has neither approved nor disapproved the contents of this press release. No stock exchange, securities commission or other regulatory authority accepts responsibility for the adequacy or accuracy of this press release.
This news release contains forward-looking information that is not comprised of historical facts. Forward-looking information involves risks, uncertainties and other factors that could cause actual events, results, performance, prospects and opportunities to differ materially from those expressed or implied by such forward-looking information. Forward-looking information in this press release includes reference to the future plans of the Company’s investee companies. Actual results may differ materially from such forward-looking information. The Company disclaims any intention or obligation to update or revise any forward-looking information contained herein, whether as a result of new information, future events or otherwise, except as required by applicable securities laws.