Toronto, Ontario–(Newsfile Corp. – November 8, 2021) – Aardvark Capital Corp. (TSXV: ACCA.P) (the “Company“) and 2766604 Ontario Ltd. (“GoldCo“, and together with the Company, the “Parties“) are pleased to announce the proposed terms of the brokered private placement of approximately $12 million in subscription receipts by GoldCo (the “Subscription Receipts“), to be completed in connection with the proposed reverse takeover of the Company by GoldCo, which transaction (the “Qualifying Transaction“) is intended to constitute the Company’s “Qualifying Transaction” (within the meaning of Policy 2.4 – Capital Pool Companies of the TSX Venture Exchange Corporate Finance Manual). Following the completion of the Qualifying Transaction, the Company, as the issuer resulting therefrom (the “Resulting Issuer“), is expected to carry on the current business of GoldCo. Upon completion of the Qualifying Transaction, it is anticipated that the Resulting Issuer will change its name to “Paycore Minerals Inc.” For further details relating to the Qualifying Transaction, please refer to the Company’s news releases dated July 16, 2021 and October 12, 2021.

GoldCo has entered into an engagement agreement with Haywood Securities Inc. (“Haywood“), as co-lead agent and sole bookrunner, and Canaccord Genuity Corp. (“Canaccord” and together with Haywood, the “Co-Lead Agents“), as co-lead agent, on behalf of a syndicate of agents (together with the Co-Lead Agents, the “Agents“), in connection with the brokered private placement of Subscription Receipts at a price of $2.10 per Subscription Receipt (the “Issue Price“) for minimum aggregate gross proceeds of $12,001,500 and maximum aggregate gross proceeds of $13,000,000 (the “Concurrent Financing“). Closing of the Concurrent Financing is expected to occur on or about November 24, 2021.

The Subscription Receipts will be created and issued pursuant to the terms of a subscription receipt agreement (the “Subscription Receipt Agreement“) between GoldCo, Haywood, on behalf of the Agents, and a subscription receipt agent (the “Subscription Receipt Agent“) mutually acceptable to GoldCo and Haywood. Each Subscription Receipt will be deemed to be automatically converted, without payment of additional consideration or further action by the holder thereof, into one common share in the capital of GoldCo (each, a “GoldCo Share“), subject to adjustment in certain events, immediately before the closing of the Qualifying Transaction upon the satisfaction and/or waiver of the Escrow Release Conditions (as defined in the Subscription Receipt Agreement) at or before the date that is 120 days from the closing date of the Concurrent Financing (the “Escrow Release Deadline“). Upon completion of the Qualifying Transaction, each GoldCo Share shall be immediately exchanged for one common share of the Resulting Issuer (each, a “Resulting Issuer Share“) for no additional consideration and without any further action by the holders thereof.

In consideration for their services in connection with the Concurrent Offering, GoldCo has agreed to pay the Agents a cash fee (the “Agent’s Fee“) equal to 6.0% of the gross proceeds from the sale of the Subscription Receipts. 50% of the Agent’s Fee will be paid on the closing date of the Concurrent Financing and the remaining 50% of the Agent’s Fee will be deposited in escrow. As additional consideration for the services of the Agents, the Agents will be granted compensation options of GoldCo (the “Compensation Options“) equal to 6.0% of the number of Subscription Receipts sold in the Concurrent Financing. Each Compensation Option shall, upon completion of the Qualifying Transaction, be automatically exchanged for one compensation option of the Resulting Issuer (the “Resulting Compensation Options“). Each Resulting Compensation Option shall be exercisable to acquire one Resulting Issuer Share at a price of $2.10 per Resulting Issuer Share for a period of 24 months following the date of closing of the Qualifying Transaction. Notwithstanding the foregoing, the Agent’s Fee and the number of Compensation Options will be reduced to (i) 2.0% on proceeds of up to an aggregate amount of $2,500,000 from purchasers directly arranged by GoldCo through a president’s list, and (ii) nil for purchases by directors, officers and employees of GoldCo and certain strategic advisors to GoldCo and their affiliates.

Upon closing of the Concurrent Financing, the gross proceeds of the Concurrent Financing, less 50% of the Agent’s Fee and the Agents’ estimated expenses, will be deposited in escrow with the Subscription Receipt Agent pending satisfaction and/or waiver of the Escrow Release Conditions in accordance with the provisions of the Subscription Receipt Agreement. Unless the requisite approval is obtained pursuant to and in accordance with the terms of the Subscription Receipt Agreement, if the Escrow Release Conditions are not satisfied and/or waived on or before the Escrow Release Deadline, each of the then issued and outstanding Subscription Receipts will be cancelled and the Subscription Receipt Agent will return to each holder of Subscription Receipts an amount equal to the aggregate Issue Price of the Subscription Receipts held by such holder plus an amount equal to the holder’s pro rata share of any interest or other income earned on the escrowed funds (less applicable withholding tax, if any). To the extent that the escrowed funds are insufficient to refund such amounts to each holder of the Subscription Receipts, GoldCo shall be liable for and will contribute such amounts as are necessary to satisfy the shortfall.

The proceeds of the Concurrent Financing are expected to be used to fund (i) the exploration and other expenses relating to the FAD Property (as defined below), (ii) the expenses of the Qualifying Transaction and the Concurrent Financing, and (iii) the working capital requirements of the Resulting Issuer.

GoldCo’s FAD Property is located in the heart of the Ruby Hill Mining District and on the Eureka-Battle Mountain Trend in Nevada. The project has not been drilled in more than 50 years. Assay results from the first two holes drilled in the current program are step-out intercepts to the northeast of the underground main-zone which was developed in the 1950’s. Both intersected high-grade polymetalic mineralization, confirming the potential of the FAD Property that has not been subject to any modern exploration.

Highlights of FAD assay results from drilling:

• Hole GH21-01 intercepted 3.5m of 10.4 grams per tonne (g/t) gold (Au), 153.8 g/t silver (Ag), 1.8% lead (Pb) and 8.4% zinc (Zn)

• Hole GH21-02 intercepted 36.6 m of 5.1 g/t Au, 185.5 g/t Ag, 4.5% Pb and 6.0% Zn (13 g/t AuEq)

  • Including: 7.6m of 9.7 g/t Au, 242.0 g/t Ag, 7.1% Pb and 9.6% Zn (21.6 g/t AuEq)

  • Assays still pending from surface to ~700m

Table 1 – Highlights of Drill Results from the FAD Shaft target

*USD values used to calculate AuEq; Au $1500.00/oz, Ag $20.00/oz, Pb $2204.60/mt, Zn $2,755.75/mt. Formula used: AuEq = Gold g/t + Silver g/t x 0.0133 + Zinc % x 0.571 + Lead % x .457. The following metal recovery rates were used based on historical work completed by a prior owner of the property: Zinc 85%, lead 76%, silver 75%, gold 89%. Values may not add precisely due to rounding. Actual true widths are not known.

Matthew Rhoades, Senior Exploration Geologist commented: “These are the first holes drilled on the FAD Property in over 50 years. We are encouraged by the massive sulphides and high-grade polymetallic zones that we have intersected at depth. Particularly, the second hole, which is over 150 metres from the main mineralized zone, from which underground development and drilling occurred between 1956 and 1958.”

Additional Information

Further updates in respect of the Concurrent Financing as well as the Qualifying Transaction will be provided in subsequent press releases. Also, additional information concerning the Qualifying Transaction, the Company, GoldCo, and the Resulting Issuer will be provided in the filing statement (the “Filing Statement“) to be filed by the Company and GoldCo in connection with the Qualifying Transaction, which will be available in due course under the Company’s SEDAR profile at www.sedar.com.

QA-QC Procedures

All samples are submitted to Paragon Geochemical Assay Laboratories (PAL) of Sparks, NV, which is an ISO 9001 and 17025 certified and accredited laboratory, independent of the Company. Samples are run through standard prep methods and analyzed using FA-Pb30-ICP (Au; 30g fire assay) and 48MA-MS (48 element Suite; 0.5g 4-acid digestion/ICP-MS) methods. PAL also undertakes its own internal coarse and pulp duplicate analysis to ensure proper sample preparation and equipment calibration. Golden Hill’s QA/QC program includes regular insertion of CRM standards, duplicates, and blanks into the sample stream with a stringent review of all results completed by the GoldCo’s QP, Matthew Rhoades.

Technical information contained in this news release has been reviewed and approved by Matthew Rhoades, CPG., who is GoldCo’s qualified person under National Instrument 43-101 – Standards of Disclosure for Mineral Projects and responsible for technical matters of this release.

About GoldCo

GoldCo is a private company incorporated under the Business Corporations Act (Ontario) which has the option to acquire a 100% interest in the “FAD Property” (the “FAD Property“) located on the Eureka-Battle Mountain trend in Nevada, USA. The FAD Property is host to the high-grade polymetalic FAD Deposit that was partially delineated with surface and underground drilling in the 1940s and 1950s. There has been no modern-day exploration or drilling completed on the FAD Property since the 1950s.

Nevada accounts for nearly 80% of annual gold production in the United States and was ranked as a tier one jurisdiction by the Fraser Institute. The FAD Property is located less than 3 miles from Eureka, Nevada and has established infrastructure, including a shaft, roads and old buildings.

About Aardvark Capital Corp.

The Company is a capital pool company (within the meaning of the Policy) incorporated under the Business Corporations Act (Ontario) on January 29, 2021. It is a reporting issuer in the provinces of British Columbia, Alberta, Ontario, New Brunswick and Nova Scotia, with its registered and head office located in Toronto, Ontario. The Company has no commercial operations and no assets other than cash.

Cautionary Statements

This news release contains forward-looking statements and forward-looking information (collectively, “forward-looking statements“) within the meaning of applicable securities laws. Any statements that are contained in this news 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 statements. More particularly and without limitation, this news release contains forward-looking statements concerning the Qualifying Transaction and the Concurrent Financing. Forward-looking statements are inherently uncertain, and the actual performance may be affected by a number of material factors, assumptions and expectations, many of which are beyond the control of the Parties, including expectations and assumptions concerning (i) the Company, GoldCo, the Resulting Issuer, the Qualifying Transaction, the Agents and the Concurrent Financing, (ii) the ability of the Parties to negotiate and enter into the Subscription Receipt Agreement on satisfactory terms as proposed, (iii) the timely receipt of all required shareholder, court and regulatory approvals (as applicable), including the approval of the TSXV, (iv) the satisfaction of other closing conditions to the completion of the Qualifying Transaction, (v) the ability to close the Concurrent Financing on the proposed terms or at all, and (vi) the satisfaction and/or waiver of the Escrow Release Conditions in accordance with the terms of the Subscription Receipt Agreement. Readers are cautioned that assumptions used in the preparation of any forward-looking statements 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 the Parties. Readers are further cautioned not to place undue reliance on any forward-looking statements, as such information, although considered reasonable by the respective management of the Parties at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated.

The forward-looking statements contained in this news release are made as of the date of this news release, and are expressly qualified by the foregoing cautionary statement. Except as expressly required by securities law, neither Party undertakes 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.

Completion of the Qualifying Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and if applicable pursuant to the requirements of the TSXV, majority of the minority shareholder approval. Where applicable, the Qualifying Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Qualifying Transaction 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 Qualifying Transaction, any information released or received with respect to the Qualifying 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 Qualifying Transaction and has neither approved nor disapproved the contents of this news release.

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

This news release does not constitute an offer to sell or a solicitation of an offer to buy the securities described herein in the United States or in any other jurisdiction, nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful. The securities have not been and will not be registered under the U.S. Securities Act, or any state securities laws, and accordingly, may not be offered or sold in the United States except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities requirements or pursuant to exemptions therefrom.

Further Information

All information contained in this news release with respect to the Company and GoldCo was supplied by the respective Party for inclusion herein, and each Party and its directors and officers have relied on the other Party for any information concerning the other Party. For certainty, all information in this release with respect to the FAD Property and the Concurrent Financing was supplied by GoldCo for inclusion herein, and the Company and its directors and officers have relied on GoldCo for any information related thereto.

For further information please contact:

Aardvark Capital Corp.
Zachary Goldenberg
C.E.O, and Director
Telephone: 647-987-5083
Email: [email protected]

2766604 Ontario Ltd.
Christina McCarthy
President, CEO, Director
Telephone: 416-712-6151
Email: [email protected]

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.

Not for distribution to United States newswire services or for release, publication, distribution or dissemination, directly or indirectly, in whole or in part, in or into the United States.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/102535