1287390 B.C. Ltd. and NiCAN Limited Complete Business Combination Transaction

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TORONTO, July 26, 2022 (GLOBE NEWSWIRE) — 1000268474 Ontario Ltd. (formerly, 1287390 B.C. Ltd.) (“390”) and NiCAN Limited (“NiCAN”) are pleased to announce that the parties have completed their previously announced business combination transaction (the “Transaction”) whereby they amalgamated to form NiCAN Limited (the “Resulting Issuer”). In connection with the Transaction:

  • 390 implemented a consolidation of its outstanding common shares on the basis of 1 pre-consolidation share for each 0.728 post-consolidation share;
  • 390 implemented a continuance out of the provincial jurisdiction of the Province of British Columbia and into the provincial jurisdiction of the Province of Ontario pursuant to the provisions of the Business Corporations Act (Ontario);
  • the outstanding subscription receipts of NiCAN (issued in connection with the NiCAN offering described in the April 8, 2022 press release of 390) were converted on a 1 for 1 basis into common shares in the capital of NiCAN;
  • 390 and NiCAN amalgamated to form the Resulting Issuer pursuant to the provisions of the Business Corporations Act (Ontario);
  • each of the shareholders of 390 and NiCAN received one common share in the capital of the Resulting Issuer (the “Resulting Issuer Shares”) for each share held as at the time of amalgamation in NiCAN and/or 390, respectively; and
  • each of the holders of convertible securities of NiCAN received equivalent convertible securities in the capital of the Resulting Issuer.

Subject to receiving final approval from the TSX Venture Exchange (the “TSXV”), the Resulting Issuer Shares are expected to commence trading on the TSXV under the symbol “NICN”. As a result of the Transaction, the number of issued and outstanding Resulting Issuer Shares is 69,398,902.

The board of directors of the Resulting Issuer consists of Michael Hoffman, Brad Humphrey, Patrick Gleeson, Saga Williams, and Dr. Mark Cruise.

In connection with the conversion of the subscription receipts of NiCAN, the subscription receipt agent also released $5,757,996.19 in escrowed funds to NiCAN and the remaining 50% of the finder’s fees payable to certain eligible persons in connection with the offering of subscription receipts.

390 has filed a filing statement dated July 19, 2022 (the “Filing Statement”) with the TSXV and on SEDAR. Additional information in respect of the Transaction, NiCAN, the Wine Property and the Resulting Issuer can be found in the Filing Statement. Readers are encouraged to review the Filing Statement for full details on the Transaction.

About NiCAN

NiCAN Limited is a private mineral exploration company, focused on high quality nickel-copper opportunities in stable jurisdictions on known mineral belts. NiCAN is actively exploring the Wine Property and holds an interest in the Pipy Project, both located in known mining jurisdictions in Manitoba Canada.

The proposed listing of the Resulting Issuer Shares on the TSXV is subject to a number of conditions, including but not limited to, final TSXV acceptance. Investors are cautioned that, except as disclosed in the Filing Statement prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon.


Cautionary Note Regarding Forward-Looking Statements

The information contained herein contains “forward-looking statements” within the meaning of applicable securities legislation. Forward-looking statements include, but are not limited to, statements with respect to: the listing of the Resulting Issuer Shares on the TSXV and the expected listing date; future development plans; and the business and operations of the Resulting Issuer. Forward-looking statements relate to information that is based on assumptions of management, forecasts of future results, and estimates of amounts not yet determinable. Any statements that express predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance are not statements of historical fact and may be “forward-looking statements.” Forward-looking statements are subject to a variety of risks and uncertainties which could cause actual events or results to differ from those reflected in the forward-looking statements, including, without limitation: risks related to failure to obtain adequate financing on a timely basis and on acceptable terms; risks related to the outcome of legal proceedings; political and regulatory risks associated with mining and exploration; risks related to the maintenance of stock exchange listings; risks related to environmental regulation and liability; the potential for delays in exploration or development activities or the completion of feasibility studies; the uncertainty of profitability; risks and uncertainties relating to the interpretation of drill results, the geology, grade and continuity of mineral deposits; risks related to the inherent uncertainty of production and cost estimates and the potential for unexpected costs and expenses; results of prefeasibility and feasibility studies, and the possibility that future exploration, development or mining results will not be consistent with the Resulting Issuer’s expectations; risks related to commodity price fluctuations; and other risks and uncertainties related to the Resulting Issuer’s prospects, properties and business detailed elsewhere in 390’s disclosure record. Should one or more of these risks and uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in forward-looking statements. Investors are cautioned against attributing undue certainty to forward-looking statements. These forward-looking statements are made as of the date hereof and the Resulting Issuer does not assume any obligation to update or revise them to reflect new events or circumstances. Actual events or results could differ materially from the Resulting Issuer’s expectations or projections.


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