Toronto, Ontario--(Newsfile Corp. - February 20, 2026) - 1290439 B.C. Ltd. (the "Company") and Arrow Resources Limited ("Arrow") are pleased to announce the completion of the first tranche (the "First Tranche") of the previously announced brokered private placement (the "Concurrent Financing") of subscription receipts ("Subscription Receipts") in connection with the proposed business combination transaction that will result in a reverse takeover of the Company by the securityholders of Arrow (the "Proposed Transaction").
The First Tranche was completed through 1406681 B.C. Ltd., a special-purpose financing corporation ("Finco"). Pursuant to the First Tranche, Finco issued an aggregate of 12,668,844 Subscription Receipts at an issue price of US$1.80 per Subscription Receipt (the "Issue Price"), for gross proceeds of US$22,803,919.20.
The Concurrent Financing is being led by Canaccord Genuity Corp. ("Canaccord") and carried out pursuant to an agency agreement dated February 19, 2026 among Canaccord, Odeon Capital Group, LLC ("Odeon") and Jett Capital Advisors, LLC (collectively with Canaccord and Odeon, the "Agents"), Arrow, Finco and the Company. In connection with the Concurrent Financing, Arrow and Finco agreed to pay the Agents (i) a cash fee equal to 2.10% and 0.90% (payable to Canaccord and Odeon, respectively) of the gross proceeds of the Concurrent Financing (the "Gross Proceeds"), including gross proceeds from the sale to purchasers that settle directly with Finco (the "Direct Settlement Purchasers"), (ii) a placement fee (the "Placement Fee") equal to 7.0% of the Gross Proceeds, including gross proceeds from the sale to the Direct Settlement Purchasers, 35% of which is to be allocated among the Agents based on syndicate position and 65% of which was allocated on a "jump ball" basis, and (iii) a corporate finance fee, which shall be satisfied through the issuance of 175,000 common shares of Finco to each of Canaccord and Odeon. The Placement Fee will be satisfied through a combination of equity and cash, with the first US$3,000,000 satisfied through the issuance of common shares of Finco at the Issue Price and the remaining balance to be paid in cash upon release of the Escrowed Funds (as defined below) from escrow (as further described below).
The Subscription Receipts issued in the Concurrent Financing are being issued pursuant to a subscription receipt agreement dated February 19, 2026, among Arrow, Finco, Canaccord and TSX Trust Company ("TSXT"), as subscription receipt agent (the "Subscription Receipt Agreement"). Each Subscription Receipt represents the right of the holder thereof to receive, without payment of additional consideration or any further action on the part of the holder, one common share of Finco upon satisfaction of certain escrow release conditions (the "Escrow Release Conditions"), including that all conditions to the completion of the Proposed Transaction (other than the release of the Escrowed Funds (as defined below)) have been satisfied or waived. Each Finco common share is expected to be automatically exchanged for one (1) common share of the issuer resulting from the Proposed Transaction (the "Resulting Issuer") pursuant to the three-cornered amalgamation (the "Amalgamation") to be completed in accordance with the terms of an amalgamation agreement dated February 19, 2026 among the Company, Finco, and 1566044 B.C. Ltd., a wholly-owned subsidiary of the Company, in accordance with the laws of the Province of British Columbia.
The Gross Proceeds, including the gross proceeds from the sale to the Direct Settlement Purchasers, less the expenses of the Agents, will be held in escrow (such funds, collectively with all interest earned thereon, the "Escrowed Funds") with TSXT pending the satisfaction of the Escrow Release Conditions. Following release of the Escrowed Funds, the Resulting Issuer intends to use the net proceeds of the Concurrent Financing to develop the ARI metallurgical coal project, as well as for general and administrative expenses and working capital purposes. If the Proposed Transaction fails to close by May 19, 2026 or is terminated prior thereto, the gross proceeds and pro rata entitlement to interest earned on the Escrowed Funds will be paid to the holders of the Subscription Receipts in accordance with the terms of the Subscription Receipt Agreement.
The Subscription Receipts offered under the Concurrent Financing are being offered by way of: (a) private placement in each of the provinces of Canada pursuant to applicable prospectus exemptions under applicable Canadian securities laws; (b) in the United States or to, or for the account or benefit of U.S. persons, by way of private placement pursuant to the exemptions from registration provided for under Rule 506(b) and/or Section 4(a)(2) of the United States Securities Act of 1933, as amended (the "U.S. Securities Act"); and (c) in jurisdictions outside of Canada and the United States as are agreed to by the parties on a private placement or equivalent basis.
The Subscription Receipts are subject to an indefinite hold period under applicable securities laws in Canada.
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.
For more information:
1290439 B.C. Ltd.
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
Arrow Resources Limited
Robert L. Gaylor
EVP, Capital & Investor Relations
T: 865-310-2353
E: bgaylor@active-resources.com
265 Brookview Centre Way, Suite 1
Knoxville, TN 37919
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.
Completion of the Proposed Transaction is subject to a number of conditions. There can be no assurance that the Proposed Transaction 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, 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 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 the Proposed Transaction, the Amalgamation, the Concurrent Financing (including the timing for the release of Escrowed Funds).
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 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 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. 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 U.S. news wire services or for dissemination in the United States or to a U.S. Person.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/284613
Source: 1290439 B.C. Ltd.
