We are pleased to announce that 1344343 BC Ltd. (the “Company”) has entered into a letter agreement (the “Letter Agreement”) with Mine Enterprise Lending Limited (“MEL”). The Letter Agreement outlines the proposed terms and conditions pursuant to which the Company and MEL will affect a business combination that will result in a reverse takeover of the Company by the securityholders of MEL (the “Proposed Transaction”). The Letter Agreement was negotiated at arm’s length.
Transaction Details
The Proposed Transaction is currently anticipated to be structured such that each common share of MEL (the “MEL Shares”) will be exchanged for common shares (the “Resulting Issuer Shares”) of the resulting issuer (the “Resulting Issuer”) such that the current holders of the MEL Shares will hold an equivalent of C$20 million Resulting Issuer Shares. The final structure for the Proposed Transaction is subject to satisfactory tax, corporate, and securities law advice for both the Company and MEL.
Completion of the Proposed Transaction is subject to several conditions, which include, among others, receipt of all necessary third-party consents and regulatory approvals, and conditional approval of the listing of the Resulting Issuer Shares on the TSXV Exchange.
In connection with the Proposed Transaction, the Company will be required to, among other things:
- Change its name to Mine Enterprise Lending Limited or such other name acceptable to applicable regulatory authorities.
- Consolidate or split its outstanding shares such that the shareholders of the Company retain an aggregate of C$2.0 million in Resulting Issuer Shares.
- Replace all directors and officers of the Company on closing of the Proposed Transaction with nominees of MEL.
- If deemed necessary by MEL, adopt a new option plan for the Resulting Issuer.
“We’re thrilled about this exciting opportunity for growth and collaboration. This proposed reverse takeover signifies a significant step forward for both companies, opening doors to new possibilities in the financial sector. We’re fully committed to leveraging our strengths and shared vision to deliver value and innovation to our stakeholders.” – Sergio Camarero, President at ARC Group
Mine Enterprise Lending Limited Financings
In addition, prior to or concurrent with the closing of the Proposed Transaction, MEL intends to complete a private placement offering of common shares for aggregate gross proceeds of C$2 million at a price to be determined in the context of the market (the “Concurrent Financing”).
ARC Group Limited, acting as Financial Advisor to Mine Enterprise Lending Limited.
“We are proud to have served as Financial Advisor to Mine Enterprise Lending Limited, facilitating this transformative transaction. This proposed reverse takeover embodies our dedication to delivering strategic guidance and maximizing value for our clients. With our expertise and commitment to excellence, we’re excited to see this partnership unlock new opportunities and drive success in the capital markets.” – Nigel Wong, Vice President of Capital Markets at ARC Group.
For more information or any questions, please contact:
Sergio Camarero
President, ARC Group
sergio.camarero@arc-group.com
