2019-01-31 18:36 ET - Miscellaneous

See New Listing (C-BGF) Beauce Gold Fields Inc

Effective at the opening on Monday, Feb. 4, 2019, the common shares of Beauce Gold Fields Inc. will commence trading on the TSX Venture Exchange. Beauce is classified as a metal ore mining company.

Beauce was incorporated under the Canada Business Corporation Act on Aug. 1, 2016, primarily for the purpose of carrying out a spinout by way of a plan of arrangement with HPQ Silicon Resources Inc., of which the certificate of arrangement was issued on Nov. 23, 2018.

Pursuant to the arrangement, HPQ completed the disposition of its gold assets to Beauce in consideration of the issuance of 13.35 million Beauce common shares, of which 10.68 million Beauce shares were distributed to the shareholders of HPQ. Each HPQ shareholder received 0.0480466 Beauce share for each HPQ share held. HPQ's distribution notice was accepted pursuant to the exchange bulletin dated Dec. 18, 2018.

The transferred assets include a 100-per-cent interest in mining assets located in Quebec, including 152 mining claims in the Beauce gold project, 42 claims in the 21L08 property, seven real estate lots (subject to a $180,000 mortgage on the lots assumed by Beauce), and mining exploration and extraction rights on the Roncevaux property.

Beauce will assume the following royalties.

Beauce gold project

1. $500,000 payable to Fancamp Exploration Ltd. upon beginning of production;
2. A 5-per-cent GMR royalty to Fancamp;
3. A 1.5-per-cent net smelter return royalty payable to an arm's-length person of which 1 per cent can be redeemed for $1-million in cash;
4. Royalties payable to HPQ of $35,000 between the 15th and 24th month following the closing of the arrangement and $25,000 payable after the 24th anniversary following the closing date. The royalties payable to HPQ can be replaced with a $250,000 lump sum payment at any time.

Roncevaux property

There is a 5-per-cent NSR royalty to HPQ of which 4 per cent can be redeemed in consideration of $100,000 to HPQ for each 10-per-cent NSR interest to a maximum of $4-million.

Beauce has granted 3,612,049 warrants to HPQ warrantholders with exercise prices varying between 25 cents per share and 62 cents per share, in order to reflect the impact of the spinout to HPQ warrantholders. The expiry date of these warrants will be the same expiry date as the underlying HPQ warrants.

The arrangement was approved by HPQ shareholders on Aug. 10, 2018, and the Quebec Superior Court on Oct. 3, 2018.

Corporate jurisdiction:  Canada

Capitalization:  unlimited common shares with no par value of which 18,716,666 common shares are issued and outstanding

Transfer agent:  Computershare Investor Services Inc. -- Montreal, Toronto and Vancouver

Symbol:  BGF