Vancouver, British Columbia–(Newsfile Corp. – March 16, 2021) – Buckhaven Capital Corp. (TSXV: BKH.P) (“Buckhaven“) is pleased to announce that, further to its press releases dated August 18, 2020, November 3, 2020, February 12, 2021 and February 18, 2021 describing a business combination (the “Transaction“) with a wholly-owned subsidiary of Buckhaven (“Buckhaven Subco“) and 1254688 B.C. Ltd. (“125“), it has received conditional approval from the TSX Venture Exchange (the “TSXV“) for the Transaction as Buckhaven’s “Qualifying Transaction”, as such term is defined in TSXV Policy 2.4 (the “CPC Policy“). The conditional acceptance is valid for a 90 day period from March 4, 2021.

The TSXV has also approved the filing of Buckhaven’s filing statement dated March 15, 2021 (the “Filing Statement“), prepared in connection with the Transaction. Further information concerning Buckhaven, 125 and the Transaction is contained in the Filing Statement which is available for review under Buckhaven’s SEDAR profile at www.sedar.com.

Subject to satisfaction of all conditions and approvals in accordance with the terms of the master agreement (the “Master Agreement“) entered into among Buckhaven, Buckhaven Subco, 125 and AG-Mining Investments, AB dated October 30, 2020, including final acceptance by the TSXV of the Transaction as Buckhaven’s Qualifying Transaction and its approval of the listing of the common shares of the combined entity (the “Resulting Issuer Shares“) on the TSXV, the Transaction is expected to close on or about March 18, 2021, or such other date as may be agreed upon by Buckhaven and 125 (the “Closing Date“). Upon completion of the Transaction, Buckhaven expects the Resulting Issuer Shares to commence trading on the TSXV under the symbol “APM” on or about March 24, 2021.

Trading Suspension

The common shares of Buckhaven are currently suspended from trading and are expected to remain suspended pending completion of the Transaction.

Additional Information

All information contained in this press release with respect to Buckhaven and 125 was supplied by the parties respectively for inclusion herein, without independent review by the other party, and each party and it’s directors and officers have relied on the other party for any information concerning the other party.

Additional terms of the Transaction were previously disclosed in the press releases of Buckhaven dated August 18, 2020, November 3, 2020, February 12, 2021 and February 18, 2021 and are available under Buckhaven’s SEDAR profile at www.sedar.com.

For further information:

Buckhaven Capital Corp.
Bob Buchan, Director
(416) 274-7333

1254688 BC Ltd.
Fraser Buchan, Director
(416) 473-4099

Reader Advisory

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

Investors are cautioned that, except as disclosed in the Filing Statement filed 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 TSXV has in no way passed upon the merits of the Transaction and has neither approved nor disapproved of the contents of this press release.

Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

This press release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. Any statements that are contained in this press release that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements are often identified by terms such as “may”, “should”, “anticipate”, “will”, “estimates”, “believes”, “intends” “expects” and similar expressions which are intended to identify forward-looking information or statements. More particularly and without limitation, this press release contains forward looking statements and information concerning: the Transaction and the satisfaction of the conditions to completion thereof; the proposed structure by which the Transaction is to be completed; that the Transaction will constitute a Qualifying Transaction, as such term is defined in the CPC Policy, the anticipated Closing Date, and the commencement of trading of the Resulting Issuer Shares on the TSXV and the expected timing thereof. Buckhaven cautions that all forward-looking statements are inherently uncertain, and that actual performance may be affected by a number of material factors, assumptions and expectations, many of which are beyond the control of Buckhaven and 125, including expectations and assumptions concerning Buckhaven, 125, the Transaction, the timely receipt of all required TSXV and regulatory approvals and exemptions (as applicable), and the satisfaction of other closing conditions in accordance with the terms of the Master Agreement, as well as other risks and uncertainties, including those described in Buckhaven’s final prospectus dated March 22, 2019 filed with the British Columbia Securities Commission, the Alberta Securities Commission and the Ontario Securities Commission and available under Buckhaven’s SEDAR profile at www.sedar.com. The reader is cautioned that assumptions used in the preparation of any forward-looking information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of Buckhaven. The reader is cautioned not to place undue reliance on any forward-looking information. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this press release are expressly qualified by this cautionary statement.

The forward-looking statements contained in this press release are made as of the date of this press release, and Buckhaven does not undertake any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by securities law.

THIS PRESS RELEASE, REQUIRED BY APPLICABLE CANADIAN LAWS, IS NOT FOR DISTRIBUTION TO U.S. NEWS SERVICES OR FOR DISSEMINATION IN THE UNITED STATES, AND DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES DESCRIBED HEREIN IN THE UNITED STATES. THESE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS UNLESS REGISTERED OR EXEMPT THEREFROM.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction.

NOT FOR DISTRIBUTION TO U.S. NEWS SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/77460