1246764 B.C. Ltd. and Sociedad Minera Reliquias S.A.C. Announce Letter of Intent for Reverse Takeover Transaction

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Vancouver, British Columbia–(Newsfile Corp. – September 25, 2020) – 1246764 B.C. Ltd. (“764” or the “Company“) and Sociedad Minera Reliquias S.A.C. (“SMR“) are pleased to announce that they have entered into of a letter of intent dated September 22 2020 (the “LOI“) which sets forth, in general terms, the basic terms and conditions upon which 764 and SMR will combine their business operations resulting in a reverse takeover (“RTO“) of 764 by SMR and its shareholders.

Pursuant to the terms of the LOI, it is intended that 764 and SMR will enter into a business combination by way of a share exchange, merger, amalgamation, arrangement, or other similar form of transaction (collectively, the forgoing with any related transaction, the “Transaction“) which will result in SMR becoming a wholly owned subsidiary of 746. The final structure of the business combination is subject to receipt by the parties of tax, corporate, and securities law advice and will be agreed to pursuant to definitive transaction documents expected to be executed in the short term. The LOI provides that the Transaction will result in a reverse takeover of 764 by SMR and its shareholders and the listing of the Company on the TSX Venture Exchange (the “TSXV“). The issuer resulting from the Transaction (the “Resulting Issuer“) will carry on the business currently carried on by SMR.

The LOI contemplates that the aggregate purchase price payable by 764 for all the outstanding securities of SMR will consist of: the issuance of an aggregate of 8,700,000 common shares of 764, a US$6,000,000 cash payment, the issuance of a US$4,000,000 convertible note (the “Convertible Note“) and the granting of a 2% net smelter royalty (the “NSR“). The Convertible Note will become due 18 months from the date of issuance, bear interest at a simple rate of 2% per annum and be convertible at the option of the holder into common Shares of the Resulting Issuer at price of C$1.25 per share. It is anticipated that upon completion of the Transaction the board and management team of the Resulting Issuer will be comprised of at least six directors, two of whom will be SMR nominees.

In connection with the Transaction, 764 is planning to complete an initial equity financing for gross proceeds of up to C$2,400,000 and a concurrent private placement offerings for gross proceeds of approximately C$27,500,000 (collectively, the “Private Placements“). Further details on the Private Placements, including the type and number of securities offered for issuance and the agent or agents engaged to broker the Private Placements, if any, will be provided and confirmed in due course once available by way of news release.

When a definitive agreement between 764, SMR and the SMR shareholders is executed, 764 will issue a subsequent press release containing the details of the definitive agreement and additional terms of the Transaction. Completion of the Transaction is subject to a number of conditions, including but not limited to, receiving all required shareholder, regulatory, and other approvals. There can be no assurance that the Transaction will be completed as proposed or at all.

SMR is Peruvian mining company that owns certain mining interest in the Castrovirreyna, Huarochiri and Huaytara provinces of Peru.

Further Information

764 will provide further details in respect of the Transaction in due course by way of press release. 764 will make available all information including financial information as required by applicable regulatory authorities and will provide, in a press release to be disseminated at a later date, the required disclosure.

All information contained in this press release with respect to SMR and 764 was supplied by the parties respectively, for inclusion herein, without independent review by the other party, and each party and its directors and officers have relied on the other party for any information concerning the other party.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful.

Investors are cautioned that, except as disclosed in the Listing Application 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 764 and SMR should be considered highly speculative.

For further information please contact:

1246764 B.C. LTD.
James Ward
Chief Executive Officer
(416) 897-2359
james@wardfinancial.ca

Sociedad Minera Reliquias S.A.C.
Alfredo Plenge
Director
+51 1 406 0007
alfredo.plenge@reliquias.com.pe

Cautionary Statements

This news release contains “forward-looking information” and “forward-looking statements” (collectively, “forward-looking statements”) within the meaning of applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this news release. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as “expects”, or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “budget”, “scheduled”, “forecasts”, “estimates”, “believes”, an or “intends” or variations of such words and phrases or stating that certain actions, events or results “may” or “could”, “would” , “might” or “will” be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements. In this news release, forward-looking statements relate, among other things, to: the terms and conditions of the Transaction, the business and operations of SMR and the Resulting Issuer; the completion and terms of the Private Placements, the constitution of the Resulting Issuer’s board and management terms, and the trading and listing of the Resulting Issuer shares as the case may be. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic, competitive, political and social uncertainties; and the delay or failure to receive board, shareholder, court or regulatory approvals. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this news release. Except as required by law, 764 and SMR assume no obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change, except as required by law.

Neither the TSX Venture Exchange, Inc. nor its Regulation Services Provider (as that term is defined in the polices of the TSX Venture Exchange) has in any way passed upon the merits of the Transaction and associated transactions and neither of the foregoing entities has in any way approved or disapproved of the contents of this press release.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Not for distribution to U.S. Newswire Services or for dissemination in the United States. Any failure to comply with this restriction may constitute a violation of U.S. Securities laws.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/64645