BE Resources Inc. announces that has signed a non-binding letter of intent dated August 17, 2020 (the "LOI") with Bio Graphene Solutions Inc. a private company incorporated under the Canada Business Corporations Act (the "CBCA"), which sets forth the general terms and conditions of a proposed reverse takeover transaction (the "Acquisition"). In addition and in connection with the Proposed Transaction, the parties have agreed that as a condition of closing, BGS or the Company will complete a private placement of common shares for a minimum raise of C$600,000 at a price of at least $0.15 in accordance with subsection 4.2(h) of Policy 5.4 of the TSX Venture Exchange (the "Exchange") (the "Proposed Private Placement").
The Acquisition will, pursuant to the policies of the Exchange, constitute a 'reverse takeover' of the Company. The corporation resulting from the Proposed Transaction (the "Resulting Issuer") will carry on the business of BGS as currently constituted. This is an arms-length transaction.
Pursuant to the terms of the LOI, it is intended that the Company and BGS will enter into a business combination by way of a share exchange, merger, amalgamation, arrangement, or other similar form of transaction. The final structure of the business combination is subject to receipt by the parties of tax, corporate, and securities law advice and will be agreed to and superseded by a definitive agreement (the "Definitive Agreement") between the Company and BGS with such agreement to include representations, warranties, conditions and covenants typical for a transaction of this nature.
It is proposed by BGS that the Company delist from the Exchange and apply to list on the Canadian Securities Exchange (“CSE”) with listing to be effective from closing.
The Acquisition is subject to, among other details, mutual due diligence, approval of the Exchange to delist, and approval of the new listing by the CSE as applicable, and standard closing conditions, including the conditions described herein.
The name of the Corporation will be changed in due course to a name containing “Bio-Graphene” or such other name as may be agreed.