Halifax, Nova Scotia--(Newsfile Corp. - February 11, 2019) - GoldSpot Discoveries Corp. (formerly, Duckworth Capital Corp.), (TSXV: DUKE.P) (the "Company"), is pleased to announce that it has completed its previously announced business combination between the Company and GoldSpot Discoveries Inc. ("GoldSpot") effective February 8, 2019. The business combination resulted in a reverse take-over of the Company by the shareholders of GoldSpot (the "Transaction"). The common shares of the Company (the "Company Shares") are expected to resume trading on the TSX Venture Exchange (the "TSXV") under the symbol "SPOT" at a date to be approved by the TSXV and announced by the Company. The completion of the Transaction constitutes the Company's qualifying transaction, as defined in Policy 2.4 of the TSXV Policy Manual and received approval by the TSXV.
The Transaction proceeded by way of a three-cornered amalgamation (the "Amalgamation"), pursuant to which GoldSpot, a private company that leverages machine learning to reduce capital risks and increase efficiency and success in resource exploration and investment, amalgamated with 2639781 Ontario Inc. ("Subco"), a wholly-owned subsidiary of the Company, resulting in the Company acquiring all of the issued and outstanding shares of GoldSpot in an arm's length transaction. Pursuant to the Amalgamation, all of the issued and outstanding common shares of GoldSpot (the "GoldSpot Shares") were exchanged for Company Shares on the basis of 82.73481801 Company Shares for each one GoldSpot Share held. As a result, approximately 139,200,795 pre-consolidation Company Shares were issued to former GoldSpot shareholders.
As a result of the Amalgamation, GoldSpot and Subco amalgamated to form GoldSpot Holdings Inc. ("GoldSpot Holdings"), a wholly-owned subsidiary of the Company. The Company has its head office in Toronto, Ontario and an office in Montreal, Quebec, and will carry on business through its subsidiary, GoldSpot Holdings.
Conversion of GoldSpot Subscription Receipts
As announced on February 1, 2019, GoldSpot issued an aggregate of 456,906 subscription receipts (the "Subscription Receipts") for gross proceeds of $7,561,794. Cash commissions in the amount of $520,001.66 were paid to the agents in connection with the Subscription Receipt financing, as well as the issuance to the agents of broker warrants exercisable into an aggregate of 2,624,265 pre-consolidation Company Shares at a post-Transaction price of $0.20 per pre-consolidation Company Share for a period of one year from the date of closing of the Transaction. A corporate finance fee of $100,000 ($50,000 in cash and 50% satisfied by the issuance of GoldSpot shares representing 249,941 pre-consolidation Company Shares) was paid to the agent in connection with the Transaction.
In connection with the completion of the Transaction, the escrowed proceeds of $7,561,794 from the sale of the 456,906 Subscription Receipts of GoldSpot, which were held in escrow by an escrow agent pending satisfaction of all conditions precedent to the completion of the Transaction, were released to the Company and the Subscription Receipts were indirectly converted into approximately 37,801,990 pre-consolidation Company Shares.
Upon completion of the Transaction, there are an aggregate of 189,052,785 pre-consolidation Company Shares issued and outstanding (non-diluted), of which the shareholders of the Company represent approximately 6.4%, and the shareholders of GoldSpot hold approximately 93.6%.
Name Change and Consolidation
In connection with the Transaction, the Company changed its name to "GoldSpot Discoveries Corp." and consolidated all of the issued and outstanding Company Shares by changing each two (2) Company Shares into one (1) Company Share. Upon completion of the consolidation the 189,052,785 issued and outstanding Company Shares were consolidated into approximately 94,526,362 Company Shares.
Directors and Management
Upon completion of the Transaction, a new slate of directors replaced the former directors of the Company. The Company previously disclosed in its filing statement dated October 30, 2018 and in other public disclosures that upon completion of the Transaction the Company's board would include Cejay Kim and Sheldon Inwentash and the Company's audit committee would include Collin Kettell and Sheldon Inwentash. Upon completion of the Transaction, those individuals were replaced on the board of the Company by Donovan Pollitt and Albert Contardi. Accordingly, the members of the executive management team and directors of the Company are as follows:
Denis Laviolette - Chief Executive Officer, President and Director
Mr. Laviolette has over 10 years of experience in exploration, mine operations, and capital markets. He has worked in Northern Ontario (Timmins, Kirkland Lake and Red Lake), Norway and Ghana and was responsible for a diverse array of responsibilities, including grass roots exploration, start-up mine management, and advanced mine operations. Mr. Laviolette has previously worked as a Mining Analyst with Pinetree Capital Ltd., and subsequently served as Mining Analyst and VP of Corporate Development for ThreeD Capital Inc. He is also the President of New Found Gold Corp. and Director of Xtra-Gold Resources Corp., Gratomic Inc. Mr. Laviolette has a BSc Earth Sciences (Geology) from Brock University.
Vincent Dubé-Bourgeois - Chief Operating Officer and Director
Mr. Dubé-Bourgeois worked for the Ontario Geological Survey (OGS) and Noront Resources Ltd. wherein he led the MSc project which consisted of describing and interpreting the geochemistry and geodynamic setting of the volcanic rocks hosting the gold-rich VMS Lalor deposit in Snow Lake, Manitoba. Mr. Dubé-Bourgeois holds a BSc in Geology from the University of Ottawa.
Ramón Barúa - Director, Chairman of the Audit Committee
Mr. Barúa is currently the Chief Financial Officer of Hochschild Mining plc. He was previously the Chief Executive Officer of Fosfatos del Pacifico, a mining project in northern Peru owned by Cementos Pacasmayo, an associate company of the Hochschild Group. During 2008, Mr. Barúa was the General Manager for Hochschild Mining's Mexican operations, having previously worked as Deputy CEO and CFO of Cementos Pacasmayo. Prior to joining Hochschild, Mr. Barúa was a Vice President of Debt Capital Markets with Deutsche Bank in New York for four years and a sales analyst with Banco Santander in Peru. Mr. Barúa is an economics graduate from Universidad de Lima and holds an MBA from Columbia Business School.
Cejay Kim - Chief Business Officer
Mr. Kim is the Chief Investment Officer of Palisade Global Investments. He previously served in a senior capacity at ReQuest Equities, a merchant bank in the junior resource sector supported by the KCR Fund, a $100 million venture backed by Marin Katusa, Doug Casey, and Rick Rule. Mr. Kim holds a BA in Economics from the University of Calgary, MBA in Global Asset and Wealth Management from Simon Fraser University, is a CFA charterholder, and is a member of the Calgary CFA Society.
Binh Quach - Chief Financial Officer
Mr. Quach is an operational and financial manager with 20 years of experience. He has broad experience in all aspects of accounting, financial, and corporate management, both public and private. Mr. Quach is a member in good standing with the Chartered Professional Accountants of Canada and Ontario, with an Honours Bachelor of Accounting from Brock University. He is also currently the Controller of ThreeD Capital Inc. and a Director of Sensor Technologies Inc.
Donovan Pollitt - Independent Director, Audit Committee Member
Mr. Pollitt has over 15 years of resource industry experience, ranging from grassroots exploration to underground and open pit mining explorations. His mining operation experiences have included small, high-grade underground mines in North America, South America and Southern Africa. He also offers proven experience in financing, permitting, environmental work and community consultations. Most recently he was the President and CEO of Wesdome Gold Mines Ltd. Mr. Pollitt holds a BASc from the Lassonde Mining Program at the University of Toronto and an MBA from the MIT Sloan School of Management. Mr. Dollitt is a P. Eng and a CFA Charterholder.
Albert Contardi - Independent Director, Audit Committee Member
Mr. Contardi is a consultant/adviser with over 15 years of legal, investment and capital markets experience. He advises on and structures corporate finance transactions in the mining, technology and bio-technology sectors, to maximize enterprise value or specific projects/assets. Mr. Contardi has extensive experience in advising a broad range of clients, including both senior and junior issuers, underwriters, agents, selling security holders, entrepreneurs and private corporations. Previously, he was Vice President of Corporate Finance and Compliance at an exempt market dealer, where his responsibilities included advising on public and private equity and debt financings, public listings, mergers and acquisitions and other corporate transactions. Mr. Contardi began his career practicing law as an Associate in the corporate/securities law practices at Gowling Lafleur Henderson LLP and Goodman and Carr LLP. He has been called to the Ontario Bar, is a member of the Law Society of Upper Canada and is a graduate of Queen's University Law School.
As GoldSpot raised at least $7.5 million, securities held by the directors, officers and 10% shareholders of the Company upon completion of the Transaction are subject to Tier 1 Value Escrow Agreement as required by the TSXV. An aggregate of 31,718,948 post-consolidated Company Shares and 1,861,533 stock options of the Company shall be released in accordance with such escrow agreement as follows: 25% release on the date of the TSXV bulletin; 25% released six months after the date of the bulletin; 25% released twelve months after the date of the bulletin; and 25% released eighteen months after the date of the bulletin.
Additionally, an aggregate of 13,984,013 post-consolidated Company Shares are subject to TSXV seed share resale restrictions consistent with the Tier 1 Value Escrow release schedule noted above, and an aggregate of 12,256,126 post-consolidated Company Shares are subject to TSXV seed share resale restrictions such that 20% is released on closing of the Transaction, and 20% released each month following the Transaction.
GoldSpot is a technology company that leverages machine learning to reduce capital risk, while working to increase efficiencies and success rates in resource exploration and investment. GoldSpot combines proprietary technology with traditional domain expertise, offering a front-to-back service solution to its partners. GoldSpot's solutions target big data problems, making full use of historically unutilized data to better comprehend resource property potential. GoldSpot has developed a monetization strategy into multiple verticals of the mining and investment industry, including service offerings, staking and royalty acquisition, and the development of its own artificial-intelligence driven trading platform.
For further information please contact:
Denis Laviolette, President, CEO and Director
GoldSpot Discoveries Corp.
Forward Looking Statements
This press release contains forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.
Examples of such statements include the intention to resume trading of the Company's shares, which remains subject to regulatory approval. Actual results and developments are likely to differ, and may differ materially, from those expressed or implied by the forward-looking statements contained in this press release. Such forward-looking statements are based on a number of assumptions which may prove to be incorrect, including, but not limited to: satisfying conditions under the Amalgamation Agreement; satisfying the requirements of the TSXV with respect to the acquisition and the qualifying transaction; consumer interest in the Company's services and products; competition; and anticipated and unanticipated costs. While the Company anticipates that subsequent events and developments may cause its views to change, the Company specifically disclaims any obligation to update these forward-looking statements. These forward-looking statements should not be relied upon as representing the Company's views as of any date subsequent to the date of this press release. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. The factors identified above are not intended to represent a complete list of the factors that could affect the Company. Additional factors are noted under "Risk Factors" in the Company's initial public offering prospectus dated July 28, 2017, a copy of which may be obtained on the SEDAR website at www.sedar.com.
Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a Capital Pool Company should be considered highly speculative.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.
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