Buscando Announces Definitive Share Exchange Agreement and $0.10 Unit Private Placement
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BUSCANDO ANNOUNCES DEFINITIVE SHARE EXCHANGE AGREEMENT AND $0.10
UNIT PRIVATE PLACEMENT
VANCOUVER, BRITISH COLUMBIA – September 18, 2024 – Buscando Resources Corp. (“Buscando” or the
“Company”) (CSE: BRCO.X) is pleased to announce that it has entered into a share exchange agreement
dated September 16, 2024 (the “Share Exchange Agreement”) among the Company, 1230439 BC Ltd.
(“123 BC”), and the shareholders of 123 BC (the “123 BC Shareholders”), pursuant to which the Company
will acquire 100% of the issued and outstanding common shares in the capital of 123 BC (the
“Transaction”).
Pursuant to the terms of the Share Exchange Agreement, as consideration for the acquisition of 100% of
the issued and outstanding common shares of 123 BC, the Company will issue an aggregate of 2,250,000
common shares in the capital of the Company (the “Consideration Shares”) pro rata to the 123 BC
Shareholders. The Consideration Shares are proposed to be issued pursuant to the Take-Over Bid and
Issuer Bid prospectus exemption set forth in Section 2.16 of National Instrument 45-106 – Prospectus
Exemptions and are therefore shall not be subject to any restrictions on resale.
The Transaction is expected to constitute a “Fundamental Change”, as such term is defined in the policies
of the Canadian Securities Exchange (the “CSE”), and completion thereof will be subject to a number of
conditions customary for a transaction of this nature, including but not limited to the receipt of required
regulatory and corporate approvals and the approval of the CSE. Furthermore, and in conjunction with
the Transaction, the Company intends to apply to the CSE for reactivation and removal of the inactive
issuer designation.
For further information with respect to the Transaction, please refer to the Share Exchange Agreement,
which will be available on the Company’s profile at www.sedarplus.ca.
About 123 BC
123 BC is a privately held company incorporated pursuant to the Business Corporations Act (British
Columbia). 123 BC holds the exclusive option to acquire a 100% interest in the mineral concessions
comprising the “Foggy Mountain Project” located in the Toodoggone historic mining region of Northern
British Columbia, subject to a 2% net smelter return in favour of the Foggy Mountain Property’s optionors.
Unit Private Placement
Furthermore, the Company announces that it will be proceeding with a non-brokered private placement
(the “Offering”) of up to 5,000,000 units (the “Units”) at a price of $0.10 per Unit, for aggregate gross
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proceeds of up to $500,000. Each Unit will consist of one common share in the capital of the Company
(the “Shares”) and one common share purchase warrant (the “Warrants”). Each Warrant will entitle the
holder to acquire one (1) common Share (the “Warrant Shares”) at an exercise price of $0.15 per common
Share for a period of twelve (12) months from the closing date, subject to an acceleration clause in the
event the trading price of the Shares equals or exceeds $0.25 for a period of ten (10) consecutive days.
The Company expects to pay finder’s fees in connection with Offering to certain eligible finders in the
form of: (i) a cash commission of 8.0% of the gross proceeds raised under the Offering from investors
introduced to the Company by the finder; and (ii) the issuance of such number of non-transferable
common share purchase warrants of the Company (the “Finder’s Warrants”) equal to 8.0% of the Units
issued under the Offering from investors introduced to the Company by the finder.
The Company intends to use the proceeds raised from the Offering for general administrative Company
expenses and review and due diligence of the acquisition of new resource properties. The Offering is
expected to close on or before September 30, 2024. The Offering is subject to certain conditions including,
but not limited to, receipt of all necessary approvals including the approval of the Canadian Securities
Commission.
The securities issued pursuant to the Offering have not, nor will they be registered under the United States
Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for
the account or benefit of, U.S. persons in the absence of U.S. registration or an applicable exemption from
the U.S. registration requirements. This news 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 the United States or in any other
jurisdiction in which such offer, solicitation or sale would be unlawful.
About the Company
Buscando Resources Corp. is an exploration company focused on the acquisition, exploration and
development of natural resource properties located in Canada. For more information on Buscando please
contact the Company (+1 250-877-1394) or visit the website www.buscandoresources.com.
On behalf of the Board of Directors,
BUSCANDO RESOURCES CORP.
“Kyler Hardy”
Chief Executive Officer
Tel: +1 250-877-1394
Email: [email protected]
This press release contains "forward -looking information" that is based on the Company's current expectations, estimates,
forecasts, and projections. This forward-looking information includes, among other things, statements with respect to the
completion of the Company's Offering and exploration and development plans. The words "will", "anticipated", "plans" or other
similar words and phrases are intended to identify forward-looking information. Forward-looking statements in this news release
includes statements related to the Transaction, receipt of all necessary regulatory approvals to the Transaction, satisfactio n of
the conditions precedent to the Transaction, closing of the Offering, the intended use of proceeds from the Offering, the payment
of finders’ fees and issuance of securities in connection therewith and related matters. Forward-looking information is subject
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to known and unknown risks, uncertainties and other factors that may cause the Company's actual results, level of activity,
performance, or achievements to be materially different from those expressed or implied by such forward looking information.
Neither the Canadian Securities Exchange nor its Regulation Services Provider accept responsibility for the adequacy or
accuracy of this release.