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 securities exchange agreement dated 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 Agreement, 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, the 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 the 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 conditional upon, among other standard conditions for a transaction of this nature including, among other things: (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 covenants and obligations as contained therein, and (c) Exchange acceptance. There can be no guarantees that the Proposed Transaction will be completed as contemplated or at all. The Proposed Transaction is anticipated to close in the coming weeks.
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
anthonyzelen88@gmail.com
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 information” within the meaning of applicable Canadian securities legislation. Generally, forward-looking information 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 timing thereof, references to the potential of the Rex Property, regulatory approvals, and future press releases and disclosure.
These statements are based upon assumptions that are 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-looking 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 will prove to be correct. Except as required by law, each of Rex disclaims any intention and assume no obligation to update or revise any forward-looking statements to reflect actual results, whether as a result of new information, future events, changes in assumptions, changes in factors affecting such forward-looking statements or otherwise.