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Angus Ventures Provides an Update on the Qualifying Transaction

/EIN News/ -- TORONTO, Sept. 12, 2019 (GLOBE NEWSWIRE) -- Angus Ventures Inc. (TSX-V: GUS.P) (Angus” or the “Company”) is pleased to provide an update on the previously announced in its April 30, 2019 news release proposed transaction (the “Proposed Transaction”) between the Company, Luxor Exploration Inc. (“Luxor”), a private company incorporated under the Business Corporations Act (Ontario), and Canstar Resources Inc. (TSX-V: ROX) (OTCQB: CSRNF) (“Canstar”), a company incorporated under the Business Corporations Act (Ontario), pursuant to which Angus will acquire an aggregate 100% interest in the Slate Bay property (the “Property”) from Luxor and Canstar.

The Property is an exploration property prospective for a copper-gold-silver skarn mineralized system located in the Red Lake gold mining district in the Province of Ontario and consists of the eight patented mining claims in southern McDonough Township within the Red Lake gold camp. The Property is royalty-free. No resources or reserves exist on the Property. As consideration for acquiring the aggregate 100% interest in the Property, Angus will issue 70,000 common shares of the Company to Canstar and will pay $30,000 cash consideration to each of Canstar and Luxor. For a more detailed discussion of the terms of the Proposed Transaction and the Property please refer to the Company's April 30, 2019 news release.

Angus is pleased to report that it has submitted the application to the TSX Venture Exchange (the “TSXV”) in respect of the Proposed Transaction pursuant to TSXV Policy 2.4 – Capital Pool Companies (“Policy 2.4”) for acceptance of the Proposed Transaction. The Proposed Transaction will, subject to the acceptance by the TSXV, constitute Angus’ “Qualifying Transaction” as such term is defined in Policy 2.4. Following completion of the Proposed Transaction, it is anticipated that the Corporation will be listed on the TSXV as a Tier 2 mining issuer.

No concurrent financing is anticipated to occur, and shareholder approval is not expected to be required in connection with the Proposed Transaction. Pursuant to Policy 2.4, Sponsorship of a Qualifying Transaction of a capital pool company is required, unless an exemption is obtained. The Corporation has applied for a waiver to the sponsorship requirement. There is no assurance that a waiver will be granted. It is expected that the Proposed Transaction will close in the coming weeks.

Management and Insiders of the Resulting Issuer

Subject to the approval of the TSXV, upon completion of the Proposed Transaction, it is currently anticipated that the board of directors of the Corporation will consist of three individuals who are currently directors of the Corporation: Patrick Langlois, Dennis Peterson and Andrey Shamis. Mr. Patrick Langlois will also serve as the Chief Executive officer and Secretary of the Resulting Issuer. In addition, it is anticipated that Seema Sindwani will serve as the Chief Financial Officer and Breanne Beh will serve as the Vice President Exploration of the Resulting Issuer. It is also anticipated that following the completion of the Qualifying Transaction, each of Messrs. David Palmer and Jamie Sokalsky will be a Control Person of the Company within the meaning of the term in applicable Canadian Securities laws by virtue of holding over 20% of the issued and outstanding common shares of the Resulting Issuer. Brief biographies of these individuals are provided below.

Patrick Langlois
Mr. Langlois is a financial professional with over 15 years of corporate development, venture capital and investment banking experience. Mr. Langlois brings a successful track-record in capital markets and M&A transactions which further strengthens the Company’s ability to identify and realize new opportunities. Mr. Langlois held senior positions with Canadian investment banks and venture capital funds. He is a CFA Charterholder who holds a B.A. (Finance) and an MBA from Universite de Sherbrooke.

Dennis Peterson
Mr. Peterson has over 30 years’ experience as a corporate securities lawyer specializing in corporate finance matters for small cap companies. Most of Mr. Peterson's practice focuses on junior natural resource companies, and he has extensive experience with all aspects of prospectus financings, private placements, mergers and acquisitions in the junior public markets. Companies he has worked with are listed on the Toronto Stock Exchange and the TSX Venture Exchange. Mr. Peterson holds a B. Comm (Hons.) degree from Queen’s University and an LL.B. degree from the University of Toronto Faculty of Law.

Andrey Shamis
Mr. Shamis has been an associate at Peterson McVicar LLP since 2016. Mr. Shamis practices in the field of corporate law and securities and has experience in private mergers and acquisitions, public and private offerings, regulatory compliance, continuous disclosure and corporate governance. He received his law degree from Osgoode Hall Law School and is a member of the Law Society of Ontario.

Seema Sindwani
Ms. Sindwani is a seasoned professional in the financial analysis field. In addition to acting as the Corporation’s Chief Financial Officer, Ms. Sindwani holds the position of Director-Investor Relations of Probe Metals Inc. and prior to that, she was a fund manager with a European asset management company, where she was responsible for capital raising and identifying investment opportunities in North America. Previously, she held senior positions at several Canadian investment banks analyzing and covering small cap equities in equity sales and research roles. She also co-founded and was a partner at Albis Capital Corporation, an Investor Relations firm with more than 10 years of experience with the Canadian public markets. She received an MBA from Richard Ivey School of Business and a Master of Science degree from McMaster University. Ms. Sindwani has also received the Chartered Financial Analyst designation form the CFA Institute.

Breanne Beh
Ms. Beh is currently a project manager at Probe Metals Inc. working on exploration projects in Ontario, Quebec and Nova Scotia. Prior to this, Ms. Beh worked as an exploration geologist for Probe Mines Ltd. at its Borden Gold Project which was awarded the 2013 Ontario Prospectors Award. Ms. Beh also serves as a Director of Northwestern Ontario Prospectors Association. Ms. Beh has a BSc in Geology from the University of Calgary and MSc in Geology from Lakehead University. Ms. Beh is a licensed geoscientist and has received a Professional Geologist designation from the Professional Geoscientists Ontario and the Ordre des geologues du Quebec.

David Palmer
Dr. Palmer is the President and Chief Executive Officer of Probe Metals Inc. and served as President, Chief Executive Officer, and a director of Probe Mines Limited, a predecessor corporation to Probe Metals Inc. Prior to joining Probe Mines Limited, Dr. Palmer spent 15 years as an Exploration Geologist and Consultant to the Canadian an international mining industry. He has managed projects and conducted research for major international mining companies around the world. Dr. Palmer holds a B.Sc. (Geology) degree from St.Francis Xavier University, M.Sc. and Ph.D. (Economic Geology) degrees from McGill University, and is a member of the Association of Professional Geoscientists of Ontario.

Jamie Sokalsky
Mr. Sokalsky is the Chairman of the Board of Probe Metals Inc. and has previously served as Chairman of Probe Mines Limited. He has over 20 years of experience as a senior executive in the mining industry including finance, corporate strategy, project development and mergers, acquisitions and divestitures. Mr. Sokalsky was President and Chief Executive Officer (June 2012 to September 2014), Chief Financial Officer (1999 to 2012) and Executive Vice-President (June 2004 to September 2012) of Barrick Gold Corporation. Mr. Sokalsky is also a member of the Board of Directors of Agnico Eagle Mines Limited and Royal Gold Inc. He holds an Honours Bachelor of Commerce degree from Lakehead University and received his Chartered Accountant designation in 1982.

For more information, please contact:

Patrick Langlois
President and Chief Executive Officer
Angus Ventures Inc.
Tel: (416) 807-1311

On behalf of the Board of Directors of Angus Ventures Inc.,

Patrick Langlois
President and Chief Executive Officer

Forward Looking Information

Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange 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 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. A halt in trading shall remain in place until after the Qualifying Transaction is completed or such time that acceptable documentation is filed with the TSX Venture Exchange.

The Company is a capital pool company pursuant to Policy 2.4 of the Exchange (the "CPC Policy"). Except as specifically contemplated in the CPC Policy, until the completion of its "Qualifying Transaction" (as defined in the CPC Policy), the Company will not carry on business, other than the identification and evaluation of companies, business or assets with a view to completing a proposed Qualifying Transaction. This News Release includes certain “forward-looking statements”. All statements other than statements of historical fact, included in this release, including, without limitation, future plans and objectives of the Company, are forward-looking statements that involve various risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company’s expectations are the risks detailed herein and from time to time in the filings made by the Company with securities regulators including the following: (i) the Company has no commercial operations and has no history of profit; (ii) investment in the common shares of the Company is highly speculative given the unknown nature of the Company’s business and its present stage of development; (iii) there is no assurance that the Company will find a profitable undertaking or that it can successfully conclude a purchase of such an undertaking at all or on terms which are commercially acceptable; (iv) the directors and officers of the Company will only devote a portion of their time to the business and affairs of the Company and some of them are or will be engaged in other projects or businesses such that conflicts of interest may arise from time to time; and (v) there can be no assurance that an active and liquid market for the Company’s common shares will develop and an investor may find it difficult to resell its common shares. This list is not exhaustive of the factors that may affect any of the Company’s forward-looking statements. These and other factors should be considered carefully and readers should not place undue reliance on the Company’s forward-looking statements. Although the Company believes that the assumptions and factors used in preparing the forward-looking information in this news release are reasonable, undue reliance should not be placed on such information, which only applies as of the date of this news release, and no assurance can be given that such events will occur in the disclosed time frames or at all. The Company disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, other than as required by law.

Neither 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 release.


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