VANCOUVER, BRITISH COLUMBIA , April 05, 2024 (GLOBE NEWSWIRE) — 0180791 B.C. Ltd. (formerly First Idaho Resources Inc.) (“018” or the “Company”), 1470348 B.C. Ltd. (“348”), 1470350 B.C. Ltd. (“350”), 1470352 B.C. Ltd. (“352”), 1470356 B.C. Ltd. (“356”), 1470358 B.C. Ltd. (“358”), 1470363 B.C. Ltd. (“363”), 1470366 B.C. Ltd. (“366”), and 1470370 B.C. Ltd. (“370”) are pleased to announce the closing of a plan of arrangement under section 288 of the Business Corporations Act (British Columbia) (the “Arrangement”), pursuant to which 018 spun out eight wholly-owned subsidiaries of the Company – 348, 350, 352, 356, 358, 363, 366 and 370 (collectively, the “Subsidiaries”) – by way of distributing securities of the Subsidiaries to the sole shareholder of the Company (the “Shareholder”).
Corporate Updates
On March 11, 2024, the Company completed a consolidation of its common shares on the basis of one (1) post-consolidation common share for every thirteen million (13,000,000) existing common shares (the “Consolidation”). The Consolidation was approved by 018’s shareholders at the Company’s annual general and special meeting of shareholders held on February 7, 2024 (the “Meeting”). The Consolidation required approval: (i) from at least 66 2/3% of the votes cast by the shareholders present at the Meeting or represented by proxy and entitled to vote at the Meeting; and (ii) by a simple majority of the votes cast by the shareholders, excluding the votes cast by certain persons as required by Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions. Following the Consolidation, the Company changed its name from “First Idaho Resources Inc.” to “0180791 B.C. Ltd.”, effective on March 12, 2024.
Further information about the Consolidation is set forth in the Company’s management information circular dated January 3, 2024, and related proxy materials, which are available under 018’s profile on SEDAR+ at www.sedarplus.ca
The Arrangement
Under the terms of the arrangement agreement between 018 and the Subsidiaries dated March 25, 2024 (the “Arrangement Agreement”), upon completion of the Arrangement on April 4, 2024, the Shareholder received the following: 100 common shares of 348, 100 common shares of 350, 100 common shares of 352, 100 common shares of 356, 100 common shares of 358, 100 common shares of 363, 100 common shares of 366 and 100 common shares of 370. In addition, each existing common share of 018 was exchanged for one new common share of the Company.
As a result of the completion of the Arrangement, each of the Subsidiaries is now a separate unlisted reporting issuer in the Provinces of British Columbia and Alberta, and Company holds no interest in any of the Subsidiaries. Neither 018 nor any of the Subsidiaries has any material assets or carries on any active business, other than the identification and evaluation of potential acquisitions of value accreting assets or businesses.
Approvals
The Arrangement was approved by (i) the Supreme Court of British Columbia, which granted an order approving the Arrangement on April 2, 2024; (ii) the board of directors of the Company, which unanimously approved the Arrangement Agreement, determined that the Arrangement is in the best interests of the Company and of the Shareholder, and recommended that the Shareholder approve the Arrangement; and (iii) the Shareholder.
Complete details of the terms of the Arrangement are set out in the Arrangement Agreement, which is available under 018’s profile on SEDAR+ at www.sedarplus.ca
Management and Board Changes
Following completion of the Arrangement, the directors and officers of the Company resigned from their positions. Effective as of April 5, 2024, the boards of directors of 018 and of each of the Subsidiaries are comprised of Adree DeLazzer, Paul Hardy and Tony Wonnacott. In addition, Tony Wonnacott has been appointed President and Chief Executive Officer, and Sabrina Tomei has been appointed Chief Financial Officer, of 018 and of each of the Subsidiaries.
Early Warning Disclosure
As a result of the Arrangement, Tony Wonnacott, an Ontario resident and the “Shareholder” referred to above, acquired ownership of all currently issued and outstanding common shares in each of the Subsidiaries on the terms described above under “The Arrangement”. Prior to the Arrangement, Mr. Wonnacott held no securities in any of the Subsidiaries; and after giving effect to the Arrangement, Mr. Wonnacott beneficially owns and controls a total of 100 common shares in each of the Subsidiaries, representing 100% of the issued and outstanding shares in each of the Subsidiaries. Mr. Wonnacott acquired such securities for investment purposes and intends to evaluate his investment in each of the Subsidiaries, and to increase or decrease his shareholdings from time to time as he may determine appropriate.
For further information contact:
0180791 B.C. Ltd.
Tony Wonnacott
Chief Executive Officer
Telephone:416-953-5879
tony@legalconsulting.ca
Cautionary Note Regarding Forward-Looking Statements
Certain statements contained in this news release constitute forward-looking statements within the meaning of Canadian securities legislation. All statements included herein, other than statements of historical fact, are forward-looking statements and include, without limitation, statements about the potential benefits of the Arrangement and the Company’s plans and objectives. Often, but not always, these forward looking statements can be identified by the use of words such as “estimate”, “estimates”, “estimated”, “potential”, “open”, “future”, “assumed”, “projected”, “used”, “detailed”, “has been”, “gain”, “upgraded”, “offset”, “limited”, “contained”, “reflecting”, “containing”, “remaining”, “to be”, “periodically”, or statements that events, “could” or “should” occur or be achieved and similar expressions, including negative variations.
Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any results, performance or achievements expressed or implied by forward-looking statements. Such uncertainties and factors include, among others, risks associated with the uncertainties inherent in the estimated economics of the Company’s projects; whether exploration and development of the Company’s properties will proceed as planned; changes in general economic conditions and financial markets; the Company or any joint venture partner not having the financial ability to meet its exploration and development goals; risks associated with the results of exploration and development activities, estimation of mineral resources and the geology, grade and continuity of mineral deposits; unanticipated costs and expenses; risks associated with COVID-19 including adverse impacts on the world economy, exploration and development efforts and the availability of personnel; and such other risks detailed from time to time in the Company’s quarterly and annual filings with securities regulators and available under the Company’s profile on SEDAR+ at www.sedarplus.ca. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended.
Forward-looking statements contained herein are based on the assumptions, beliefs, expectations and opinions of management, including but not limited to: the accuracy of the estimated economics of the Company’s projects; that the Company’s stated goals and planned exploration and development activities will be achieved; that there will be no material adverse change affecting the Company or its properties; and such other assumptions as set out herein. Forward-looking statements are made as of the date hereof and the Company disclaims any obligation to update any forward-looking statements, whether as a result of new information, future events or results or otherwise, except as required by law. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, investors should not place undue reliance on forward-looking statements.
