NOT FOR DISSEMINATION OR DISTRIBUTION IN OR INTO THE UNITED STATES OF AMERICA OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATES OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA.
VANCOUVER, Canada, December 7, 2018 - Lund Enterprises Corp. (TSXV: LEN), (the "Company" or "Lund") and 1163631 B.C. Ltd. ("116") wish to provide an update with respect to the previously proposed reverse takeover transaction (the “RTO”). As announced on November 7, 2018, the Company and 116 entered into of an arm’s length, non-binding letter of intent (the "LOI") pursuant to which, among other things, Lund agreed to acquire all of the issued and outstanding shares in the capital of 116.
Under the terms of the LOI, the RTO is expected to be completed by way of a share exchange (or such other form of transaction determined by the legal and tax advisors to each of Lund and 116, acting reasonably) pursuant to which the shareholders of 116 will exchange all of their common shares of 116 (the “116 Shares”) for common shares of Lund (the “Lund Shares”) on the basis of one Lund Share for each 116 Share, resulting in 116 becoming a wholly-owned subsidiary of Lund.
Lund and 116 have entered into an amendment to the LOI to extend the “exclusivity period” to December 31, 2018. In the interim, the parties continue to work towards negotiating a definitive share exchange agreement (the “Definitive Agreement”) and preparing the necessary disclosure documents, including a management information circular (the “Circular”) and audited financial statements of 116, required to complete a “reverse takeover” in accordance with the policies of the TSX Venture Exchange (the “TSXV”).
Each of Lund and 116 remain committed to consummating the RTO and expect that the Definitive Agreement will be executed imminently, and that the Circular will be mailed on or before December 21, 2018.
Since announcing the Transaction on November 7, 2018, trading of the shares of the Company has been halted. The Company expects trading to remain halted until, at the earliest, the RTO has completed.
About the Parties
Lund is a junior exploration company established in 1978 focussed on the search for gold and base metal deposits in highly prospective mineral districts of Canada. Lund owns a 100% interest in the Black Fox Property within the Schreiber-Hemlo Greenstone Belt in the Province of Ontario. In connection with the proposed RTO, Lund is endeavouring to divest its interest in the Black Fox Property such that it is expected upon completion of the RTO the business of Lund will become that of 116.
116 is a privately-held British Columbia incorporated company. In connection with the RTO, 116 will complete a restructuring with a group of related companies ("Reconnaissance"), the effect of which will be that 116 will indirectly own a 90% interest in petroleum exploration licence no. 0073 (“the Licence”) granted by the Government of the Republic of Namibia (with the remaining 10% held by the National Petroleum Corporation of Namibia, the state oil company of Namibia). The Licence covers certain oil & gas exploration properties in Blocks 1719, 1720, 1721, 1819, 1820 and 1821 in the newly identified Kavango Basin of northern Namibia with a total area of approximately 6.3 million acres and entitles Reconnaissance to a twenty-five year production licence upon successful discovery.
Further information regarding the RTO, and associated transactions therewith, will be included in subsequent press releases and the Circular that Lund will prepare, file and mail in due course to its shareholders in connection with the shareholders meeting to be held to consider and approve, among other things, the RTO. Any material agreements will be filed on the SEDAR profile of Lund on the SEDAR website at www.sedar.com.
Completion of the RTO is subject to a number of conditions, including but not limited to, TSXV acceptance and requisite shareholder approval. The RTO cannot close until the requisite shareholder approval is obtained. There can be no assurance that the RTO will be completed as proposed, or at all.
Investors are cautioned that, except as disclosed in the Circular to be prepared in connection with the RTO, any information released or received with respect to the RTO may not be accurate or complete and should not be relied upon. Trading in the securities of Lund should be considered highly speculative and will remain halted until further notice.
The TSXV has in no way passed upon the merits of the RTO and has neither approved nor disapproved the contents of this press release.
Neither the TSXV nor its Regulation Services Provider (as that term is defined in policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
For further information contact:
Lund Enterprises Corp.
President and Chief Executive Officer