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VANCOUVER, BRITISH COLUMBIA, Sept. 14, 2026 (GLOBE NEWSWIRE) — 1470350 B.C. Ltd. (the “Company”) is pleased to announce that it has entered into a binding letter agreement dated September 11, 2026, (the “Letter Agreement”) with Orior Metals Corp. (“Orior”), to complete a proposed business combination between the Company and Orior (the “Proposed Transaction”). It is expected that the Proposed Transaction will proceed by way of a “three-cornered” amalgamation of Orior with a wholly-owned subsidiary of the Company (“Company Subco”) pursuant to the terms of a definitive agreement to be entered into by the Company and Orior and that the Company as it will exist after the completion of the Proposed Transaction (with such name expected to be changed to “Renatus Resources Inc.”) (the “Resulting Issuer”) will have its common shares listed on the TSX Venture Exchange (the “Exchange”).
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Orior is a private company incorporated under the laws of the Province of British Columbia. Orior is a party to an option agreement dated December 4, 2025, between Orior, Huakan International Mining Inc. (“Huakan”) and Huakan’s shareholders (the “Option Agreement”) to acquire the Revel Ridge Project, located approximately 45 km from Revelstoke, British Columbia (the “Revel Ridge Project”).
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Terms of the Proposed Transaction
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Pursuant to the Proposed Transaction, it is intended that (i) all of the common shares of Orior outstanding at the time of the Proposed Transaction (the “Orior Shares”) be exchanged for common shares of the Resulting Issuer (“Resulting Issuer Shares”) on a one-for-one basis, and (ii) all of the common share purchase warrants of Orior outstanding at the time of the Proposed Transaction (the “Orior Warrants”) be exchanged for common share purchase warrants of the Resulting Issuer (“Resulting Issuer Warrants”) on a one-for-one basis, each such Resulting Issuer Warrant entitling the holder thereof to purchase one Resulting Issuer Share at a price of $0.35 for a period of three years from their date of issuance. Following the completion of the Proposed Transaction and assuming the exercise of all of the Resulting Issuer Warrants by the former holders of the Orior Warrants, the securityholders of the Company (including those investors under the Subscription Receipt Financing (as defined below)) will hold a majority of the issued and outstanding Resulting Issuer Shares.
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It is expected that the Proposed Transaction will proceed by way of a “three-cornered” amalgamation of Orior with Company Subco; however, the final structure of the Proposed Transaction is subject to receipt of tax, corporate and securities law advice for each of the Company and Orior.
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It is expected that upon the completion of the Proposed Transaction and subject to the exercise by the Orior Principals (as defined below) of the Principal Designation Right (as defined below), the board of directors of the Resulting Issuer (the “Resulting Issuer Board”) will consist of the following directors: Victor Cantore, Simon Marcotte, Dr. Quinton Hennigh, Peter Damouni, Eric Desaulniers and Andrew Farncomb (collectively, the “New Directors”). In addition, it is expected that the officers of the Resulting Issuer will include Simon Marcotte, as President and Chief Executive Officer, Adree DeLazzer, as Vice-President, Exploration, and Katrina Damouni, as Vice-President, Corporate Development. All of the current directors and officers of the Company will resign at or prior to the completion of the Proposed Transaction. Upon the completion of the Proposed Transaction, the Resulting Issuer will enter into an agreement (the “Principal Rights Agreement”) pursuant to which David Eaton and Burns Singh Tennent-Bhohi (together, the “Orior Principals”) will have the right to (i) subject to meeting the qualification requirements to serve as a director under the Business Corporations Act (British Columbia) and the policies of the Exchange, designate one nominee for election as a director of the Resulting Issuer (the “Principal Designation Right”), or (ii) designate one individual for appointment as an advisor to the Resulting Issuer Board (the “Principal Appointment Right”). Each of the Principal Designation Right and the Principal Appointment Right will be exercisable jointly by the Orior Principals at any time and from time to time in accordance with the Principal Rights Agreement until the rights and interests in the Revel Ridge Project have been transferred to Orior under the Option Agreement.