Rex Resources Corp. Enters into Definitive Agreement to Acquire B.C. Company with a Prospective Mineral Property near Port Alberni
REX RESOURCES CORP.
Suite 1570, 505 Burrard Street
Vancouver, BC, V7X 1M5
May 18, 2023 TSX-V: OWN
Rex Resources Corp. Enters into Definitive Agreement to Acquire B.C. Company with a
Prospective Mineral Property near Port Alberni
Vancouver, B.C. – Rex Resources Corp. (TSX-V: OWN ) (“ Rex” or the “ Company”), a mineral
exploration company listed on the TSX Venture Exchange (the “Exchange”), is pleased to announce that
that it has entered into a secu rities exchange agreement date d effective May 18, 2023 (the “ Definitive
Agreement”) among the Company, 1414447 B.C. Ltd. (“ BCCO”) and the sole shareholder of BCCO,
Broadstone Resources Inc. (“Broadstone”), pursuant to which, subject to regulatory approval, the Company
will acquire 100% of the issued and outstanding shares of BCCO (the “ Proposed Transaction”). BCCO
holds a 100% interest in eight (8) contiguous mineral claims totalling approximately 1,562 hectares located
near Port Alberni, British Columbia, generally known as the “Rex Property”. All currency references herein
are in Canadian currency unless otherwise specified.
The Rex Property
The claims comprising the Rex Property are located in the Alberni Mining Division of British Columbia
and are presently owned 100% by Broadstone. They were acquired through a combination of asset purchase
and staking, are unencumbered by any royalties, and are easily accessible by a series of gravel and paved
roads.
The Rex Property was the subject of an exploration program by Broadstone in early 2023 that consisted of
soil, silt and rock sampling.
The Proposed Transaction
Pursuant to the terms of the Definitive Ag reement, upon the date of closing (the “ Closing Date”) of the
Proposed Transaction, the Company will acquire 100% of the issued and outstanding securities of BCCO
from Broadstone in consideration for the issuance of 1,000,000 common shares of the Company (the
“Payment Shares”) at a deemed price per share equal to the lesser of (a) $0.04875 per Payment Share, or
(b) the closing price of Rex’s common shares on the Exchange on the trading day immediately preceding
the Closing Date, less a 25% discount . As additional consideration, th e Company will pay to Broadstone
the sum of $175,000 in cash, of which $60,000 shall be payable on the Closing Date and $115,000 shall be
payable on or before the earlier of (a) the date that is six (6) months following the Closing Date and (b)
three (3) business days following the date on which th e Company completes an equity financing for gross
proceeds of at least $400,000. Immediately following the closing of the Proposed Transaction, the Payment
Shares are expected to represent approximately 6.91% of the outstanding common shares of the Company.
Completion of the Proposed Transaction is conditi onal upon, among other standard conditions for a
transaction of this nature including, among other thi ngs: (a) the receipt by the Company of all necessary
corporate and regulatory approvals , (b) each party's representations and warranties in the Definitive
Agreement being true and correct in all aspects as of the Closing Date, and each party meeting its terms
and conditions and completing its c ovenants and obligations as contai ned therein, and (c) Exchange
acceptance. There can be no guarant ees that the Proposed Transaction w ill be completed as contemplated
or at all. The Proposed Transaction is anticipated to close in the coming weeks.
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There will be no changes to the Company’s board or management in connection with the Proposed
Transaction. The Proposed Transaction will not constitute a "related party transaction" as such term is
defined by Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special
Transactions.
About Rex Resources Corp.
Rex is a mineral exploration company focused on the acquisition, exploration and development of mineral
resource properties. Rex has an option to acquire a 60% interest and title to the Kalum property located in
the Terrace area of British Columbia.
ON BEHALF OF THE BOARD OF DIRECTORS OF REX RESOURCES CORP.
Anthony Zelen, Director
(778) 338-5258
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies
of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Forward Looking Information
This press release contains “forward-looking informati on” within the meaning of applicable Canadian
securities legislation. Generally, forward-looking info rmation 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
(including negative and grammatical variations) of such words and phrases or state that certain acts, events
or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved”.
Forward-looking information in this press release may include, without limitation, statements relating to
the completion of the Proposed Transaction and the timi ng thereof, references to the potential of the Rex
Property, regulatory approvals, and future press releases and disclosure.
These statements are based upon assumptions that ar e subject to significant risks and uncertainties,
including risks regarding the mining industry, commodity prices, market conditions, general economic
factors, management’s ability to manage and to operate the business, and explore and develop the projects
of Rex, and the equity markets generally. Because of these risks and uncertainties and as a result of a variety
of factors, the actual results, expectations, achievements or performance of Rex may differ materially from
those anticipated and indicated by these forward-l ooking statements. Any number of factors could cause
actual results to differ materially from these forward-looking statements as well as future results. Although
Rex believes that the expectations reflected in forward looking statements are reasonable, they can give no
assurances that the expectations of any forward-looking statements w ill prove to be correct. Except as
required by law, each of Rex disclaims any intent ion and assume no obligation to update or revise any
forward-looking statements to reflect actual results, wh ether as a result of new information, future events,
changes in assumptions, changes in factors affecting such forward-looking statements or otherwise.