Vancouver, British Columbia–(Newsfile Corp. – November 29, 2021) – 1315622 B.C. Ltd. (“622BC“) is pleased to announce the execution of a binding letter agreement (the “Letter Agreement“) dated November 26, 2021 with a British Columbia-based company holding an option agreement to acquire an advanced stage gold exploration project with indicated and inferred gold mineral resource estimates for the property (the “Target“, and collectively with 622BC (the “Parties“)) which, subject to certain conditions and applicable shareholder and regulatory approvals, will result in a reverse takeover of 622BC by the shareholders of Target (the “Proposed Transaction“). The resulting issuer from the Proposed Transaction (the “Resulting Issuer“) will carry on the current business of the Target.

About the Target

The Target is a mineral exploration and development company focused on the acquisition and exploration of mineral properties. The Target holds the sole, immediate, exclusive and irrevocable option to acquire a 100% undivided interest in a property.

The Letter Agreement

Under the terms of the Letter Agreement, the Proposed Transaction is anticipated to be completed by way of a three cornered amalgamation under the Business Corporations Act (the “BCBCA“), whereby a wholly owned subsidiary of 622BC will amalgamate with the Target. In connection with the Proposed Transaction, 622BC will reconstitute its board of directors and senior officers to be comprised of the nominees of the Target (the “Board and Management Rotation“), and will change its name to one determined by the Target in its sole discretion (the “Name Change“) and the Resulting Issuer will conduct its business under the new name.

Pursuant to the terms of the Letter Agreement, 622BC will effect a stock split or consolidation (the “Adjustment“) of its issued and outstanding common shares (“622BC Shares“) prior to completion of the Transaction (the “Closing“), that results in the shareholders of 622BC receiving 762,500 622BC Shares. The 622BC Shares upon completion of the Adjustment are referred to herein as the “Adjusted 622BC Shares“. In accordance with the terms of the Letter Agreement, it is expected that the holders of the issued and outstanding common shares in the capital of the Target (the “Target’s Shares“) will be issued one (1) Adjusted 622BC Share in exchange for every one (1) the Target’s Share (the “Exchange Ratio“) held immediately prior to the closing of the Proposed Transaction.

The Letter Agreement includes a number of conditions, including but not limited to, the Adjustment of 622BC Shares, requisite shareholder approvals including the approval of the shareholders of the Target, the Resulting Issuer meeting the minimum listing standards as set by the NEO Exchange (the “NEO“), the completion of the Name Change and the Board and Management Rotation, approvals of all regulatory bodies having jurisdiction in connection with the Proposed Transaction and other closing conditions customary to transactions of the nature of the Proposed Transaction. 622BC may choose to or be required to call an annual general and special meeting of its shareholders (the “Meeting“) in due course, and its shareholders would be asked to approve the following matters, among others, at the Meeting: the reconstitution of 622BC’s board of directors, the Name Change, the Adjustment, and the Proposed Transaction or a component thereof. Further, the Target shall make a deposit of $20,000 to 622BC, of which $10,000 is refundable upon the termination and subject to certain conditions of the Letter Agreement. Upon the completion of the Proposed Transaction, the Target shall also pay $80,000 to 622BC to fund the costs of all expenses involved to complete the Proposed Transaction.

622BC is a reporting issuer in the province of British Columbia and is validly existing under the laws of the BCBCA. The Resulting Issuer intends to apply to list its common shares on the NEO.

The Target’s Concurrent Financing

Advertisement

The Target intends to complete concurrent private placement for such amount of gross proceeds as determined by the Target (the “Concurrent Financing“), at a price per security and on terms and conditions to be determined by the sole discretion of the Target.

Additional Information

The NEO has neither approved nor disapproved the contents of this news release and does not accept responsibility for the adequacy and accuracy of the contents herein.

Investors are cautioned that, except as disclosed in the listing statement to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.

All information contained in this press release with respect to 622BC and the Target was supplied by the parties respectively, for inclusion herein, and each party and its directors and officers have relied on the other party for any information concerning the other party.

The common shares of 622BC have not been and will not be registered under the United States Securities Act of 1933, as amended and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirement. 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 the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

For additional information on 1315622 B.C. Ltd.:

Ron Ozols
Chief Executive Officer
[email protected]

Forward-Looking Statements

This news release contains “forward-looking statements” within the meaning of applicable securities laws. All statements contained herein that are not clearly historical in nature may constitute forward-looking statements.

Advertisement

Generally, such forward-looking information or forward-looking statements can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or may contain statements that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “will continue”, “will occur” or “will be achieved”. The forward-looking information and forward- looking statements contained herein include, but are not limited to, statements regarding: the Parties’ ability to complete the Proposed Transaction; the ability of the Target to provide the enumerated services; the ability of the Company to complete the Board and Management Rotation and Name Change; the ability of the Company and the Target to receive the requisite approvals of all regulatory bodies having jurisdiction in connection with the Proposed Transaction; and the ability of the Resulting Issuer to fulfill the listing requirements of the NEO.

Forward-looking information in this news release are based on certain assumptions and expected future events, namely: the Company’s ability to continue as a going concern; continued approval of the Company’s activities by the relevant governmental and/or regulatory authorities; the continued growth of the Company; the Company’s ability to finance the completion of the Proposed Transaction; and the ability of the Resulting Issuer to fulfil the listing requirements of the NEO.

These statements involve known and unknown risks, uncertainties and other factors, which may cause actual results, performance or achievements to differ materially from those expressed or implied by such statements, including but not limited to: the potential inability of the Company to continue as a going concern; risks associated with potential governmental and/or regulatory action with respect to the Company’s and/or the Target’s operations; the Company’s inability to complete the Proposed Transaction; the inability of the Company to complete the Board and Management Rotation and Name Change; the inability of the Company and the Target to receive the requisite approvals of all regulatory bodies having jurisdiction in connection with the Proposed Transaction; and the risks associated with the Resulting Issuer’s ability to meet NEO listing guidelines.

Readers are cautioned that the foregoing list is not exhaustive. Readers are further cautioned not to place undue reliance on forward-looking statements, as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated.

Forward-looking statements contained in this news release are expressly qualified by this cautionary statement and reflect the Company’s expectations as of the date hereof and are subject to change thereafter. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, estimates or opinions, future events or results or otherwise or to explain any material difference between subsequent actual events and such forward-looking information, except as required by applicable law.

Not for distribution to United States newswire services or for dissemination in the United States.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/105624