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CHC Student Housing Enters into Agreement for Reverse Take-Over Transaction

Newsfile Corp.
·11 mins read

Toronto, Ontario--(Newsfile Corp. - October 15, 2020) - CHC Student Housing Corp. (TSXV: CHC.H) ("CHC") wishes to announce it has entered into a binding letter agreement dated October 14, 2020 (the "Agreement") with an arm's length investor group led by Jean (Ted) Pomerleau and Wayne Tisdale (the "Investor Group") for a ‎reverse take-over of CHC (the "RTO") through CHC acquiring all of the shares of 2294253 Alberta Ltd. ("TargetCo") from the Investor Group in exchange for common shares of CHC (the "Common Shares").

About TargetCo

TargetCo has entered into an option agreement (the "Option Agreement") with Goldblock Capital Inc. ("Goldblock"), a public company listed on the Canadian Securities Exchange (the "CSE"), to acquire a 75% interest in the Canyon Creek copper-gold ‎project located in south-central British Columbia (the "Project"). The Project consists of 7 ‎claims owned by Seven Devils Exploration Ltd. and Multiple Metals Resources Ltd. in ‎which Goldblock has the right to earn a 100% interest under an option agreement between ‎Goldblock and the owners dated April 25, 2018, by making ‎staged cash payments totalling $192,500 over three years from the date of such agreement (of which $42,500 has been paid) and completing exploration ‎expenditures totalling $450,000 over four years from the date of such Agreement (of which $109,727 has been incurred).‎

Under the Option Agreement, TargetCo has the exclusive right and option to acquire a 75% interest in the Project by making ‎staged cash payments totalling $245,000, issuing 1,300,000 shares of a public company and completing exploration ‎expenditures totalling $575,000 over three years ending April 25, 2023.

TargetCo is owned by the Investor Group and managed by Jean (Ted) Pomerleau and Wayne Tisdale.

Mr. Pomerleau, a resident of Alberta, has been involved in the public markets for over 30 years. He runs his own consulting company that assists companies with their structuring to attract capital, development of their core assets, and joint ventures. Mr. Pomerleau has been involved with various private and public companies in the resource sector for over 25 years, and has also been involved with various private and public companies in the technology sector. Most recently, he served as President and Chief Executive Officer and a director of Novateqni Corporation (now Trench Solutions Inc.).

Mr. Tisdale, a resident of Malta, has 40 years of experience in investing, financing and consulting to private and public companies in the areas of mining, oil and gas and agriculture. He runs his own merchant banking company and sits on the boards of directors of a number of private and public companies in the mining, oil and gas and agriculture sectors. Over his career, Mr. Tisdale has raised over $2bn of both equity and debt financing and has been instrumental in founding a range of successful companies. Mr. Tisdale is currently the President and Chief Executive Officer and a director of Canadian Palladium Resources Inc. Previously, he served as President and Chief Executive Officer and a director of US Cobalt Inc. prior to its acquisition by First Cobalt Corp.

The Project is the subject of a National Instrument 43-101 technical report entitled "Technical Report on the Copper Canyon Property, Nicole Mining Division, British Columbia", prepared for Goldblock, dated effective December 5, 2019 (amended January 12, 2020) and prepared by D. Cullen, P.Geo., and J. Garry Clark, P.Geo., of Clark Exploration Consulting. A copy of the technical report and additional information regarding the Project is available under Goldblock's profile on SEDAR at www.sedar.com.

Information About the Proposed RTO

The Agreement sets out the general terms of the RTO as currently contemplated by CHC and the Investor Group. The precise terms and conditions of the RTO will be contained in a definitive agreement (the "Definitive Agreement"), which CHC and the Investor Group have agreed to negotiate in good faith on or before October 30, 2020.

The RTO will take the form of a share exchange, three-cornered amalgamation or other similar transaction, whereby all of the outstanding common shares of TargetCo will be acquired by CHC in exchange for a total of 10,000,000 Common Shares. CHC currently has 2,716,465 Common ‎Shares issued and outstanding. Following the completion of the RTO, TargetCo will be a wholly-owned subsidiary of CHC and the business of CHC (following completion of the RTO, referred to as the "Resulting Issuer") will be the business of TargetCo, the directors and management of the Resulting Issuer will be reconstituted as described below, and it is expected that the Resulting Issuer will be listed on the TSX Venture Exchange (the "Exchange") as a Tier 2 Mining Issuer. The RTO is subject to the approval of the Exchange.

The parties anticipate that a concurrent private placement may be ‎conducted by TargetCo or CHC in connection with the RTO in order to ‎provide additional funding for the business of the Resulting Issuer post-RTO, on terms to be ‎determined by the parties (the "Concurrent Financing").

‎‎Upon completion of the RTO, all of the current directors of CHC ‎will be replaced with nominees of the TargetCo, including Jean (Ted) Pomerleau and Wayne Tisdale, ‎and this newly reconstituted Board of Directors for the Resulting Issuer will appoint a new CEO and CFO ‎for the Resulting Issuer. The parties have agreed that upon the execution of the Definitive Agreement and pending completion of the RTO: (i) Simon Nyilassy and Thomas Murphy will resign as directors of CHC and Jean ‎‎(Ted) Pomerleau and Wayne Tisdale will be appointed to fill the vacancies resulting from ‎their resignations; and (ii) Simon Nyilassy and Harry Atterton will resign as CEO and CFO, ‎respectively, of CHC and Ron Schwarz will serve as interim CEO and interim CFO ‎of CHC.‎

In connection with the RTO, CHC will also change its name to such name as shall be designated by the Investor Group and continue from Ontario to be a British Columbia corporation under the provisions of the Business Corporations Act (British Columbia). CHC will call an annual and ‎special meeting of its shareholders to seek ‎shareholder approval for the name change and the continuance, as well as the director changes to be effected upon completion of the RTO and, if applicable, approval of the creation of any new "Control Persons" (as ‎defined in the policies of the Exchange) as a result of the Concurrent Financing.

Subject to the consent of the Exchange, CHC will not seek shareholder approval to complete the RTO in accordance with the provisions of Exchange Policy 5.2 - Changes of ‎Business ‎and Reverse Takeovers since the RTO is not a Related Party Transaction (as defined in the rules and policies of the Exchange), no circumstances exist which may compromise the independence of CHC or the interested parties (in particular, CHC's directors and senior officers) with respect to the RTO, no aspect of the RTO requires the approval of shareholders of CHC under applicable corporate and securities laws, CHC is without active operations and is listed on the NEX board of the Exchange, and the Common Shares will resume trading on completion of the RTO.

The Common Shares issuable in connection with the RTO may be subject to Exchange escrow or seed share resale restrictions and to hold periods as required pursuant to applicable securities laws.

Sponsorship of the RTO is required under Exchange Policy 2.2 - Sponsorship and Sponsorship Requirements unless an exemption from the sponsorship requirement is available. CHC intends to apply for a waiver from the sponsorship requirements. There is no assurance that CHC will be able to obtain such a waiver.

The RTO will be completed pursuant to, and in strict accordance with, applicable corporate and securities law requirements and available exemptions under applicable securities laws.

The completion of the RTO is subject to the satisfaction of various conditions as are standard for a transaction of this nature, including but not limited to: (i) receipt of all necessary consents, waivers, permissions and approvals for the RTO, including the approval of the Exchange; (ii) the Resulting Issuer meeting the minimum listing requirements of the Exchange; (iii) the representations, warranties and covenants made by each party being true and correct in all material respects as of the closing date; (iv) no party being in material breach of its obligations under the Definitive Agreement; (v) no event or change occurring that would reasonably likely to have a material adverse effect on either CHC or TargetCo; (vi) the completion of the Concurrent Financing, as applicable; (vii) the issuance of the Common Shares in connection with the RTO being exempt from prospectus requirements under applicable securities laws; (viii) the Investor Group providing CHC with such financial statements for TargetCo as are required for the RTO; (ix) the Investor Group providing CHC with a technical report compliant with National Instrument 43-101 - Standards of Disclosure for Mineral Projects in respect of the Project acceptable to the Exchange; and (x) if required, the Investor Group providing CHC with a formal valuation acceptable to the Exchange.

In connection with the completion of the RTO, the parties may also consider delisting CHC from the Exchange and listing the Resulting Issuer on the CSE.

The parties may not consider alternative transactions until the Agreement has been terminated in accordance with its terms.

No finder's fees are payable in connection with the RTO.

Additional Information

Further details about the RTO, including further particulars of the Resulting Issuer, the Concurrent Financing and the Project, will be provided in subsequent press releases as required by the Exchange, as well as a filing statement ‎of CHC to be prepared and filed in respect of the RTO. Investors are cautioned that, except ‎as disclosed in the filing statement, any information released or received with respect to the RTO may not be accurate or complete and should not be relied upon. Trading in the securities of CHC should be considered highly speculative.‎

All information contained in this press release with respect to CHC and TargetCo was supplied for inclusion herein by the respective parties and each party and its directors and officers have relied on the other party for any information concerning the other party.

Completion of the RTO is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange requirements, majority of the minority shareholder approval. Where applicable, the RTO cannot close until the required shareholder approval is obtained. There can be no assurance that the RTO will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the RTO, any information released or received with respect to the RTO may not be accurate or complete and should not be relied upon. Trading in the securities of CHC should be considered highly speculative.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed RTO and has neither approved nor disapproved the contents of this press release.

For further information please contact Ronald Schwarz, Chair of CHC, by email at schwarzkopf@rogers.com or by telephone at 416-593-7085.

Notice on Forward-Looking Information

Information set forth in this news release contains forward-looking statements. These statements reflect management's current estimates, beliefs, intentions and expectations regarding the future, including, but not limited to, CHC's completion of the RTO and related transactions, CHC entering into the Definitive Agreement, the completion of any Concurrent Financing, the proposed directors and officers of the Resulting Issuer and the conditions to be satisfied for the completion of the RTO. Such statements are not guarantees of future performance. They are subject to risks and uncertainties that may cause actual results, performance or developments to differ materially from those contained in the statements, including risks related to factors beyond the control of CHC. Such factors include, among other things: the parties may not enter into the Definitive Agreement; the requisite corporate approvals of the directors and shareholders of the parties may not be obtained; the Exchange may not approve the RTO; sufficient funds may not be available or raised pursuant to any Concurrent Financing; and other risks that are customary to transactions of this nature. No assurance can be given that any of the events anticipated by the forward-looking statements will occur or, if they do occur, what benefits CHC will obtain from them. Except as required under applicable securities legislation, CHC undertakes no obligation to publicly update or revise forward-looking information.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/66078