Aardvark Capital and 2766604 Ontario Ltd. Announce TSXV Conditional Acceptance and Filing of Filing Statement and Technical Report for Qualifying Transaction


Toronto, Ontario–(Newsfile Corp. – April 7, 2022) – Aardvark Capital Corp. (TSXV: ACCA.P) (the “Company“) and 2766604 Ontario Ltd. (“GoldCo“, and together with the Company, the “Parties“) are pleased to announce that the Parties have received conditional acceptance from the TSX Venture Exchange (“TSXV“) for the closing of the previously-announced arm’s length qualifying transaction of the Parties (the “Qualifying Transaction“). In connection with the Qualifying Transaction, the Parties have publicly filed a filing statement dated April 7, 2022 (the “Filing Statement“), prepared in accordance with the requirements of the TSXV, as well a technical report in respect of the FAD Property (as defined below) with an effective date of April 7, 2022 (the “Technical Report“), prepared in accordance with National Instrument 43-101 – Standards for Disclosure for Mineral Projects. The Filing Statement and the Technical Report are both available under the Company’s issuer profile on the System for Electronic Document Analysis and Retrieval (“SEDAR“) at www.sedar.com.

Further to the Parties’ comprehensive news release dated December 24, 2021, the Qualifying Transaction will be completed by way of a three-cornered amalgamation (the “Amalgamation“) under the Business Corporations Act (Ontario) among the Company, GoldCo, and 1000031859 Ontario Inc., a wholly-owned subsidiary of the Company incorporated for the purpose of completing the Amalgamation. The Amalgamation will result in the reverse takeover of the Company by the shareholders of GoldCo, following which, the Company, as the issuer resulting therefrom (the “Resulting Issuer“), is expected to carry on the current business of GoldCo under the name “Paycore Minerals Inc.” or such other name as may be determined by GoldCo and be acceptable to the applicable regulatory authorities. The business of the Resulting Issuer will be primarily focused on mineral exploration and development of the “FAD Property” (the “FAD Property“) located on the Eureka-Battle Mountain trend in Nevada, USA. It is anticipated that the common shares of the Resulting Issuer will trade on the TSXV under the ticker symbol “CORE” shortly following the closing of the Qualifying Transaction.

The completion of the Qualifying Transaction is subject to a number of conditions including, but not limited to, receipt of all required regulatory approvals, including final TSXV acceptance, and satisfaction of other customary closing conditions. Assuming all conditions for closing are satisfied, the closing of the Qualifying Transaction is expected to occur on or about April 20, 2022, or such other date as the Parties may determine.

For further information regarding the Qualifying Transaction, please see the Filing Statement, which is available under the Company’s issuer profile on SEDAR at www.sedar.com.

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 (including the anticipated timing of the closing thereof), and the Resulting Issuer (including, the anticipated business focus of the Resulting Issuer, as well as the ticker symbol under which the common shares of the Resulting Issuer are expected to trade on the TSXV). 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, and the Qualifying Transaction, (ii) the timely receipt of all required shareholder and regulatory approvals (as applicable), including the final approval of the TSXV, and (iii) the satisfaction of other closing conditions in accordance with the terms of the business combination agreement previously entered into by the Parties. 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. There can be no assurance that the Qualifying Transaction will be completed at all.

Investors are cautioned that, except as disclosed in the Filing Statement, 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 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.

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 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/119761