Wolfden Resources (WLFFF) Quote

Calgary, Alberta–(Newsfile Corp. – August 19, 2019) – ChaiNode Opportunities Corp. (TSXV:CXD-P.VN) (” ChaiNode “)  is pleased to announce that, further to its news release dated May 7, 2019, it has entered into a definitive business combination agreement dated August 16, 2019 (the ” Business Combination Agreement “) with AmAuCu Mining Corporation (” AmAuCu “) in connection with the proposed business combination of ChaiNode and AmAuCu, which transaction (the ” Qualifying Transaction “) is intended to constitute ChaiNode’s “Qualifying Transaction” (within the meaning of Policy 2.4 – Capital Pool Companies of the TSX Venture Exchange (the ” Exchange “)).

The Business Combination Agreement provides for, among other things, a three-cornered amalgamation (the ” Amalgamation “) pursuant to which (i) AmAuCu will amalgamate with a wholly-owned subsidiary of ChaiNode, to be incorporated for the purposes of the Amalgamation, pursuant to the provisions of the Canada Business Corporations Act , (ii) all of the outstanding common shares of AmAuCu (each, an ” AmAuCu Share “) will be cancelled and, in consideration therefor, the holders thereof will receive post-consolidation (as described below) common shares of ChaiNode (each, a ” ChaiNode Share “) on the basis of one AmAuCu Share for one ChaiNode Share, and (iii) the amalgamated corporation will become a wholly-owned subsidiary of ChaiNode. After giving effect to the Amalgamation, the shareholders of AmAuCu will collectively exercise control over ChaiNode.

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