UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 28, 2022
(Exact name of registrant as specified in its charter)
| Nevada | 000-53767 | 98-0569013 |
| (State or other jurisdiction | (Commission | (IRS Employer |
| of incorporation) | File Number) | Identification No.) |
#55, 11020 Williams Road
Richmond, British Columbia, Canada
V7A 1X8
(Address of principal executive offices) (ZIP Code)
Registrant’s telephone number, including area code: (778) 297-4409
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 1.01 | Entry into Material Definitive Agreement |
| Item 2.01 | Completion of Acquisition or Disposition of Assets |
On February 28, 2022 Wolverine entered into an agreement ("Agreement") with 86835 Newfoundland & Labrador Corp. ("86835"), a non-arm's length party, to acquire a 40% interest in the Frog Property ("Property") located in Labrador, Canada. Under the terms of the Agreement Wolverine issued 570,000,000 common shares at a deemed price of $0.002 (CDN$0.0025) per share for a purchase price of $1,140,000 (CDN$1,425,000).
The Property consists of 315 claims comprising an area of 7,843 hectares (19,380 acres). The Property is remote, centered on latitude 56.02° N and longitude 62.24° W within NTS map areas 13M16 and 14D01. It is located approximately 70 kilometres west-northwest of Natuashish and 65kilometres southwest of Nain, Labrador, situated 30 kilometres south of the Voysey's Bay nickel, copper, and cobalt deposit operated by Voysey's Bay Nickel Company Ltd., a subsidiary of Vale S.A.
Fixed wing access from Goose Bay can be gained by amphibious aircraft to a number of lakes on the Property. A camp was set up on the northeast shore of the large pond located west of the magnetics grid. Transportation within the Property is exclusively by helicopter, fixed wing float plane or snowmobile.
The Property encompasses a northeast trending canyon (90 m elevation) bounded by steep walls. Lower elevations are characterized by forested till-covered valleys containing black spruce, tamarack and shrubs. Rugged hills bound the sides of the canyon as well as the northeast and southwest limits of the Property up to 540m elevation above sea level.
In 2021, 86835 completed an initial exploration program on the Property consisting of prospecting, rock geochemistry, and ground magnetics. Wolverine intends on conducting additional exploration on the Property in 2022 initially consisting of 45 kilometres of ground magnetics, expanding on anomalies delineated by the previous survey. Follow-up prospecting later in the year will be focused on anomalies defined by both magnetics surveys. Field crews have been mobilized to site and exploration is currently underway.
86835 is an Innu owned and operated private mineral exploration company which owns mineral properties in both Newfoundland and Labrador. Bruce Costerd and Luke Rich are officers, directors and shareholders of 86835 and Wolverine.
| Item 5.02 | Appointment of Certain Officers and Directors; Departure of Certain Officers and Directors |
On March 1, 2022 Wolverine appointed Mr. Craig Young as a director of Wolverine.
Craig Young holds a B.A. Sc. in Mining Engineering from the Technical University of Nova Scotia and has worked in the Canadian mining industry for 27 years. Craig has held senior roles at large mining operations across the country, holding positions in Mine Engineering, Mine Operations, and Capital Projects. Craig has worked with several major mining companies including Teck Resources, Detour Gold Corporation, and most recently Centerra Gold. His mining background and industry connections, make Craig a welcome addition to Wolverine as it looks to acquire and develop base metal assets throughout the country.
| Item 9.01 | Financial Statements and Exhibits |
| 10.1 | Purchase Agreement dated February 28, 2022 between Wolverine Technologies Corp. and 86835 Newfoundland & Labrador Corp. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
WOLVERINE TECHNOLOGIES CORP.
| /s/Richard Haderer | |
| Richard Haderer | |
| CFO and Director | |
| Date: March 2, 2022 |
PURCHASE AGREEMENT
BY THIS PURCHASE AGREEMENT effective as of the 28th day of February 2022 (the "Effective Date"),
BY AND BETWEEN
86835 Newfoundland & Labrador Corp., with an address at 3 Piwas Street, PO Box 65, Natuashish, NL A0P 1A0.
("Vendor")
AND
Wolverine Technologies Corp., with an address at #55-11020 Williams Road, Richmond, BC V7A 1X8.
("Wolverine")
WHEREAS Vendor, in consideration of the agreements set forth herein, has granted certain rights to Wolverine under the following terms and conditions:
1. Definitions
a. Definitions - The words and phrases used in this Agreement shall have the following meanings:
(1) The "Property" shall include those certain mining claims located in the Province of Newfoundland and Labrador, more particularly described in Exhibit A attached hereto.
(2) "Shares" means fully paid and non-assessable common shares in the capital of Wolverine, issued pursuant to exemptions from registration and prospectus requirements contained in the United States Securities Act of 1933 and the rules and regulations promulgated thereunder, which Shares shall contain such restrictive legends regarding applicable hold periods as required by such securities laws.
b. Interest Earned - Upon Wolverine's completion of its obligations under subsection (a) of Section 2, Wolverine will earn a 40% interest in the Property.
2. Consideration to Vendor
a. Stock Transfer - As consideration, the Purchase Price shall be the issuance of 570,000,000 Shares, subject to such conditions as may be imposed by the rules and regulations of the Alberta and British Columbia Securities Commission and the United States Securities and Exchange Commission. The Shares will be issued to the shareholders of the Vendor and certain individuals who have prospected or made financial contributions to the Vendor.
b. Conditions for Earning of Interest- At such time as the Wolverine has completed the stock transfers specified in subsection (a) of this Section 2, the 40% interest in the Property shall be earned by Wolverine.
| Page | 2 |
3. Obligations of Wolverine
a. Indemnity - Wolverine shall indemnify Vendor against and hold Vendor harmless from any suit, claim, judgment or demand whatsoever arising out of negligence on the part of Wolverine in the exercise of any of its rights pursuant to this Agreement, provided that if Vendor or any person or instrumentality acting on Vendor's behalf shall have been a contributing cause to the event giving rise to such suit, claim, demand or judgment, Wolverine's obligation to indemnify Vendor shall not exceed Wolverine's liability under the laws applicable to the event giving rise to such suit, claim, demand or judgment. Likewise, Vendor shall similarly indemnify Wolverine from claims arising out of its negligence in the conduct of its activities prior to the transfer of title.
b. Payment of Taxes - Wolverine shall pay all taxes levied against the Property and any improvements on the Property. Wolverine shall have the right to contest, in the courts or otherwise, the validity or amount of any taxes or assessments, before it shall be required to pay the same.
c. Assessment - Wolverine shall incur sufficient exploration expenditures on the property to meet the assessment requirements of the Province of Newfoundland and Labrador.
4. Title Matters
a. Representations and Warranties Related to the Property - Vendor represents and warrants to Wolverine that: (1) the mining claims constituting the Property have been located and appropriate record made thereof in compliance with the laws of Newfoundland and Labrador, (2) the claim maintenance fees have been paid prior to the effective date of this Agreement and appropriate record made thereof; (3) there is no claim of adverse mineral rights affecting the Property, (4) Vendor's right to the Property is free and clear of all liens and encumbrances.
b. Joint Representations - Wolverine and Vendor jointly represent and warrant that each company: (1) have the full right, power and capacity to enter into this Agreement upon the terms set forth herein, (2) is incorporated, organized and in good standing under the laws of the state of its incorporation and is qualified to do business and is in good standing in their respective jurisdictions; (3) has obtained all necessary corporate and shareholder approvals and no further action on the part of its directors or shareholders is necessary or desirable to make this Agreement valid and binding; and (4) neither the execution and delivery of this Agreement nor any of the agreement referred to herein or contemplated hereby, nor the consummation of the transactions hereby contemplated conflict with any agreement to which it is a party and by which it is currently bound.
c. Title Documents; Data - Upon written request of Wolverine at any time, Vendor shall promptly deliver to Wolverine copies of all title documents affecting the Property that Vendor has in its possession. If Vendor is in possession or knows the whereabouts of technical data concerning the mineral estate of the Property, Vendor shall, at Wolverine's expense, furnish copies of such materials to Wolverine or notify Wolverine of the location of such information.
d. Title Defects, Defense and Protection - Wolverine has, during its initial due diligence examination of the Property prior to the Effective Date, examined and approved Vendor's title to the Property. If title to any of the Property is contested or questioned by any person, entity or governmental agency Vendor and Wolverine shall undertake such actions as may be required to perfect, defend or initiate litigation to protect such title.
| Page | 3 |
e. Change of Law - If the law of Newfoundland and Labrador concerning acquisition of mineral rights on federally managed lands is repealed, amended, or new legislation is enacted, Wolverine shall have the right, at its expense, to take whatever action it deems appropriate to preserve a right to explore for, develop, and mine minerals from the Property. If Wolverine elects to take any action under the terms of this subsection, it shall first notify Vendor in writing setting forth the nature of the proposed action and an explanation thereof. Vendor agrees to cooperate with Wolverine and execute whatever documents are deemed necessary by Wolverine to accomplish such action. Nothing in this subsection shall impose any obligation upon Wolverine to take any action or diminish the right of Vendor to take action it deems appropriate; provided, however, that if Vendor chooses to take any action, it will first inform Wolverine of the nature of such contemplated action.
5. Share Matters
Vendor represents and warrants to Wolverine that it is not a "US Person" as that term is defined in Regulation S promulgated under the United States Securities Act of 1933, as amended, and acknowledges and agrees that the Shares will be issued in accordance with all applicable securities laws and will be subject to hold periods and restrictions on resale in accordance with applicable securities laws and it is Vendor's responsibility to determine what those hold periods and restrictions are before selling or otherwise transferring any Shares.
6. Notices
Any notice or communication required or permitted hereunder shall be effective when personally delivered or deposited, postage prepaid, certified or registered, in the United States mail to the addresses specified above. Either party may, by notice to the other given as aforesaid, change its mailing address for future notices.
7. Confidentiality
Each of the parties agrees that all information obtained under the terms of this Agreement will not be publicly disclosed or used other than for the activities contemplated hereunder except as required by law or by the rules and regulations of any regulatory authority or stock exchange having jurisdiction or with prior written consent of the other party, such consent not to be unreasonably withheld.
8. Memorandum
The parties to this Agreement agree to execute and record a Memorandum of this Agreement in a form sufficient to constitute record notice to third parties of the rights granted hereunder, which may be recorded in the official records of Lincoln County, Nevada.
9. Construction
a. Governing Law - This Agreement shall be construed by the internal laws but not the laws of conflict of the State of Nevada.
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b. Entire Agreement - All of the agreements and understandings of the parties with reference to the Property are embodied in this Agreement, and this Agreement supersedes all prior agreements or understandings between the parties.
c. No Implied Covenants - It is expressly agreed that no implied covenant or condition whatsoever shall be read into this Agreement relating to any time frame as the measure of diligence for any operations of Wolverine hereunder.
10. Further Assurances
The parties agree to perform all acts and execute all documents that may be necessary to carry out the spirit and intent of this Agreement.
SIGNED, effective as of the date recited above.
WOLVERINE TECHNOLOGIES CORP.
/s/ Richard Haderer
Per: _________________________________________
Richard Haderer, CFO
86835 NEWFOUNDLAND & LABRADOR CORP.
/s/ Bruce Costerd
Per: _________________________________________
Bruce Costerd, President
EXHIBIT A
(The "Property" Defined)
| Licence | Owner | # Claims | Issue Date | Area (ha) | Mapsheets |
| 031778M | 86835 Newfoundland & Labrador Corp. | 115 | 2020-12-23 | 2,863 | 13M16,14D01 |
| 032589M | 86835 Newfoundland & Labrador Corp. | 100 | 2021-06-06 | 2,490 | 14D01 |
| 031779M | 86835 Newfoundland & Labrador Corp. | 100 | 2020-12-23 | 2,490 | 13M16,14D01 |