Toronto, Ontario--(Newsfile Corp. - November 12, 2025) - 1290439 B.C. Ltd. (the "Company") is pleased to announce that it has entered into a binding share exchange agreement dated November 11, 2025 (the "Share Exchange Agreement") with, inter alios, Arrow Resources Limited ("Arrow"), a coal mining and exploration and development company focused on the production, development and exploration of metallurgical coal assets in the State of West Virginia, United States. The Company and Arrow propose to complete a business combination that will result in a reverse takeover of the Company by the securityholders of Arrow (the "Proposed Transaction"). The Share Exchange Agreement and the terms of the Proposed Transaction were negotiated between the Company and Arrow at arm's length. In connection with the Proposed Transaction, the Company and Arrow have applied to Toronto Stock Exchange (the "TSX") to list the common shares ("Resulting Issuer Shares") of the issuer resulting from the Proposed Transaction (the "Resulting Issuer") on the TSX under the ticker symbol "CLCH".
About Arrow Resources Limited
Arrow is a coal mining and exploration and development company incorporated under the laws of Australia. Through its wholly-owned subsidiary, Active Resources, Inc. ("Active"), a corporation existing under the laws of the State of Delaware, Arrow is engaged in the production, development and exploration of metallurgical coal assets in the State of West Virginia, United States. Active had previous highwall mine operations and is currently in final development of surface mine operations which are expected to be in production in the first quarter of 2026 with fully permitted and bonded operations. Active is also in the process of restarting previously producing underground mining sites which are fully permitted for additional expected production in the first quarter of 2026. Over the last two years, Active has processed and shipped third party metallurgical products at full run-rate capacity.
Terms of the Proposed Transaction
The Proposed Transaction is structured as a share exchange, under which the Company will acquire all of the issued and outstanding securities of Arrow. Under the Proposed Transaction, (i) the holders of ordinary shares in the capital of Arrow (the "Arrow Shares") are expected to exchange their Arrow Shares, directly or indirectly, for one (1) common share in the capital of the Company (as constituted after the completion of the share split described below) (each, a "Common Share"), for each one (1) Arrow Share held by such holder immediately prior to the closing of the Proposed Transaction, and (ii) the Company will assume all options, warrants, and other convertible securities of Arrow outstanding immediately prior to the closing of the Proposed Transaction, which options, warrants, and other convertible securities will be converted into and become rights entitling the holders thereof to acquire Resulting Issuer Shares in lieu of the Arrow Shares underlying such securities.
Name Change, Share Split, Board and Management Change, Etc.
In connection with the Proposed Transaction, the Company is expected to, among other things:
- complete a share split, on a basis that results in the shareholders of the Company holding, in the aggregate, a maximum of 1,500,000 post-share split Common Shares;
- change its corporate name to "Clinch Resources Ltd.";
- expand the size of, and reconstitute, the board of directors of the Resulting Issuer, conditional upon completion of the Proposed Transaction, to be comprised of seven (7) nominee directors, all of whom are to be designated by Arrow and acceptable to the TSX;
- replace all of the officers of the Company, conditional upon completion of the Proposed Transaction, with nominees of Arrow acceptable to the TSX, in compliance with applicable securities and corporate laws; and
- effect such other matters as Arrow may reasonably request in connection with the completion of the Proposed Transaction.
A copy of the Share Exchange Agreement is available on the Company's SEDAR+ profile at www.sedarplus.ca.
Concurrent Financing
Prior to the completion of the Proposed Transaction, Arrow intends to complete a brokered private placement (the "Concurrent Financing") of subscription receipts (the "Subscription Receipts") through a newly formed special-purpose financing corporation ("Finco"), at a price (the "Issue Price") and on terms to be determined in the context of the market.
Each Subscription Receipt will entitle the holder thereof to automatically receive, upon satisfaction of the Escrow Release Conditions (as defined below), one (1) common share of Finco, which share will subsequently be automatically exchanged for one (1) Common Share pursuant to the Amalgamation (as defined below).
In connection with the Concurrent Financing, Arrow has engaged Canaccord Genuity Corp. to act as the lead agent as part of a syndicate of agents (collectively, the "Agents"). The Agents will be granted an option to sell up to such number of additional Subscription Receipts as is equal to 15% of the number of Subscription Receipts sold under the Concurrent Financing at the Issue Price, on the same terms and conditions as set out herein. As consideration for their services, the Agents are expected to receive a cash commission (the "Cash Commission") equal to 10.0% of the proceeds of the Concurrent Financing.
The gross proceeds of the Concurrent Financing, less the estimated costs and expenses of the Agents incurred in connection with the Concurrent Financing, are expected to be deposited in escrow (such funds, collectively with all interest earned thereon, the "Escrowed Funds") with a third party subscription receipt agent to be appointed in connection with the Concurrent Financing. The Escrowed Funds (less the Cash Commission) will be released from escrow immediately prior to closing of the Proposed Transaction upon the satisfaction of certain principal escrow release conditions (the "Escrow Release Conditions"), one of which will be that all conditions to the completion of the Proposed Transaction (other than the release of the Escrowed Funds) have been satisfied or waived.
It is expected that proceeds of the Concurrent Financing will be used to develop the ARI metallurgical coal project, as well as for general and administrative expenses and working capital purposes.
There can be no assurance that the Concurrent Financing will be completed, or if completed, will be completed on the terms described above.
Amalgamation
As part of the Proposed Transaction, the Company, a newly formed subsidiary of the Company incorporated under the laws of the province of British Columbia ("Subco") and Finco, are expected to complete a three-cornered amalgamation (the "Amalgamation") under the laws of the Province of British Columbia. Under the Amalgamation, Finco and Subco are expected to amalgamate, with the shareholders of Finco (including, for certainty, all former holders of Subscription Receipts) expected to receive one (1) Common Share in exchange and replacement of each one (1) share of Finco held.
Company Shareholder Approvals
The shareholders of the Company are expected to approve all certain outstanding matters related to the Proposed Transaction which require shareholder approval by written consent resolution prior to the closing of the Proposed Transaction.
Conditions Precedent
Completion of the Proposed Transaction is subject to a number of conditions, including, without limitation, receipt of all necessary shareholder, third party and regulatory approvals, the execution of definitive transaction documents (and the satisfaction of all conditions precedent stipulated therein), and the approval of the TSX to list the Resulting Issuer Shares on the TSX. As of the date hereof, listing remains subject to the approval of the TSX in accordance with its original listing requirements. The TSX has not conditionally approved the listing application and there is no assurance that the TSX will approve the listing application. There can be no assurance that the Proposed Transaction will be completed on the terms proposed and described herein, or at all.
Subject to the satisfaction (or, where permitted, waiver) of such conditions, the closing of the Proposed Transaction is expected to occur in December 2025. The Resulting Issuer will issue a further news release announcing the closing of the Proposed Transaction and the date on which trading in the Resulting Issuer Shares will commence trading on the TSX.
For more information, please contact:
Eric Massie
Chief Executive Officer, Chief Financial Officer & Director
T: 613-793-2483
E: ericmassieadv@gmail.com
1 Adelaide Street East, Suite 801
Toronto, Ontario, M5C 2V9
Cautionary Statements
General
All information contained in this news release with respect to Arrow and Active was supplied by Arrow for inclusion herein and the Company has relied on the accuracy of such information without independent verification.
The Company and Arrow have applied to have the securities of the Resulting Issuer listed on the Toronto Stock Exchange. Listing is subject to the approval of the Toronto Stock Exchange in accordance with its original listing requirements. The Toronto Stock Exchange has not conditionally approved the listing application and there is no assurance that the Toronto Stock Exchange will approve the listing application.
Completion of the Proposed Transaction and the Concurrent Financing is subject to a number of conditions. There can be no assurance that the Proposed Transaction or the Concurrent Financing will be completed as proposed or at all. Readers are cautioned that, except as disclosed in the public disclosures to be prepared and filed in connection with the Proposed Transaction and Concurrent Financing, as applicable, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of the Company, Arrow or Finco, as applicable, should be considered highly speculative.
This news release shall not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction.
This news release does not constitute an offer to sell, or a solicitation of an offer to buy, any securities in the United States, and shall not constitute an offer, solicitation or sale in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
Forward-Looking Information
This news release contains certain "forward-looking information" within the meaning of applicable Canadian securities legislation and may also contain statements that may constitute "forward-looking statements" within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Such forward-looking information and forward-looking statements (collectively referred to hereinafter as, "forward-looking information") are not representative of historical facts or information or current condition, but instead represent only the beliefs of the management of the Company and Arrow regarding future events, plans or objectives, many of which, by their nature, are inherently uncertain and outside of the control of the Company and Arrow. Generally, such 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 of such words and phrases or may contain statements that certain actions, events or results "may", "could", "would", "might" or "will be taken", "will continue", "will occur" or "will be achieved". The forward-looking information contained herein may include, but are not limited to, information concerning (i) the Proposed Transaction and the Concurrent Financing (including, the timing for the completion of each such transaction), (ii) expectations regarding whether, and the manner in which, the Proposed Transaction and/or the Concurrent Financing will be consummated, including whether conditions precedent to each such transaction will be satisfied, (iii) the timing for obtaining any required shareholder approvals in connection with the Proposed Transaction, and (iv) the proposed business of the Resulting Issuer.
By identifying such information and statements in this manner, the Company and Arrow are alerting the reader that such information and statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company and Arrow to be materially different from those expressed or implied by such information and statements. In addition, in connection with the forward-looking information contained in this news release, the Company and Arrow have made certain assumptions. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking information are the following: (i) any inability to consummate the Proposed Transaction and/or the Concurrent Financing on the terms proposed and described herein, or at all; (ii) any inability to obtain, in whole or in part, any requisite regulatory, third party and security holder approvals and/or to satisfy any of the other conditions to the consummation of the Proposed Transaction on the terms proposed and described herein, or at all; (iii) any inability to complete the Concurrent Financing or to satisfy all conditions precedent to the conversion of the Subscription Receipts; (iv) any adverse impact of the announcement or consummation of the Proposed Transaction on the relationships of the Company and Arrow, including with regulatory bodies, employees, suppliers, customers and competitors; (v) changes in general economic, business and political conditions, including changes in the financial markets; (vi) changes in applicable laws; (vii) any difficulty or inability in complying with extensive government regulation; and (viii) the diversion of management time on the Proposed Transaction and/or the Concurrent Financing. Should one or more of these risks, uncertainties or other factors materialize, or should assumptions underlying the forward-looking information prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected.
Although management of the Company and Arrow believe that the assumptions and factors used in preparing, and the expectations contained in, the forward-looking information are reasonable, undue reliance should not be placed on such information and statements, and no assurance or guarantee can be given that such forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information and statements. The forward-looking information contained in this news release is made as of the date of this news release, and neither the Company nor Arrow undertakes to update any forward-looking information contained or referenced herein, except as required by applicable securities laws.
Not for distribution to United States newswire services or for release publication, distribution or dissemination, directly or indirectly, in whole or in part, in or into the United States.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/274273
SOURCE: 1290439 B.C. Ltd.