1246773 B.c. Ltd. and 2311548 Alberta Ltd. Announce Launch of Non- Brokered Private Placement
1246773 B.C. LTD. AND 2311548 ALBERTA LTD. ANNOUNCE LAUNCH OF NON-
BROKERED PRIVATE PLACEMENT
Not for distribution to United States news wire services or for dissemination in the United States.
Toronto, Ontario – March 29, 2021 – 1246773 B.C. Ltd. (“773”) and 2311548 Alberta Ltd. (“TargetCo”)
are pleased to announce that further to 773’s news release dated March 12, 2021, TargetCo has launched
its non-brokered private placement of subscription receipts at a price of $0.50 per subscription receipt (the
“Subscription Receipts”) for aggregate gross proceeds of a minimum of CAD$4,000,000.00 (the “Private
Placement”). Each Subscription Receipt will entitle the holder thereof to receive, subject to adjustment in
certain circumstances, one common share of TargetCo (a “TargetCo Share”) in accordance with the terms
and conditions of the Subscription Receipts.
As further described in the news release dated March 12, 2021, 773 and TargetCo have entered into an
amalgamation agreement whereby TargetCo shall amalgamate with a wholly-owned subsidiary of 773 (the
“Amalgamation”). Immediately prior to the Amalgamation, the Subscription Receipts are expected to
convert into TargetCo Shares which will subsequently be exchanged pursuant to the Amalgamation for
shares of 773. The net proceeds of the Private Placement will be placed into escrow and released to
TargetCo subject to the satisfaction or waiver of a number of conditions including the completion of the
Amalgamation. For further details concerning the Amalgamation, please see the news release dated
March 12, 2021.
The securities to be offered in the Private Placement have not been, and will not be, registered under the
U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”) or any U.S. state securities laws, and
may not be offered or sold in the United States or to, or for the account or benefit of, United States persons
absent registration or any applicable exemption from the registration requirements of the U.S. Securities
Act and applicable U.S. state securities laws. This news release shall not constitute an offer to sell or the
solicitation of an offer to buy securities in the United States, nor shall there be any sale of these securities
in any jurisdiction in which such offer, solicitation or sale would be unlawful.
Cautionary Note Regarding Forward-Looking Statements
This news release includes certain “forward-looking statements” under applicable Canadian securities
legislation. Forward-looking statements include, but are not limited to, statements with respect to: the terms
and conditions of the proposed Amalgamation and the terms and conditions of the proposed Private
Placement. 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: satisfaction or waiver of
all applicable conditions to the completion of the Amalgamation (including receipt of all necessary
shareholder, stock exchange and regulatory approvals or consents, and the absence of material changes
with respect to the parties and their respective businesses); ability to close the Private Placement on the
proposed terms or at all, the synergies expected from the Amalgamation not being realized; business
integration risks; fluctuations in general macroeconomic conditions; fluctuations in securities markets;
fluctuations in spot and forward prices of gold, silver, base metals or certain other commodities;
fluctuations in currency markets (such as the Canadian dollar to Chilean Peso exchange rate); change in
national and local government, legislation, taxation, controls, regulations and political or economic
developments; risks and hazards associated with the business of mineral exploration, development and
mining (including environmental hazards, industrial accidents, unusual or unexpected formations
pressures, cave-ins and flooding);inability to obtain adequate insurance to cover risks and hazards; the
presence of laws and regulations that may impose restrictions on mining; employee relations; relationships
- 2 -
with and claims by local communities and indigenous populations; availability of increasing costs
associated with mining inputs and labour; the speculative nature of mineral exploration and development
(including the risks of obtaining necessary licenses, permits and approvals from government authorities);
and title to properties.
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 forward-looking statements. 773 disclaims any intention or obligation to update
or revise any forward-looking statements, whether as a result of new information, future events or
otherwise, except as required by law.
Completion of the Amalgamation is subject to a number of conditions, including but not limited to, TSXV
acceptance. Where applicable, the Amalgamation cannot close until the required shareholder approval is
obtained. There can be no assurance that the Amalgamation will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the listing application to be prepared in connection
with the Amalgamation, any information released or received with respect to the Amalgamation may not
be accurate or complete and should not be relied upon.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has
neither approved nor disapproved the contents of this news release.
For further information, please contact:
1246773 B.C. Ltd.
James Ward, Chief Executive Officer
Phone: 416-897-2359
Email: [email protected]
2311548 Alberta Ltd.
Martyn Buttenshaw
Phone: 403-278-9411
Email: [email protected]
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 news
release.