{"id":113360,"date":"2026-09-14T22:44:31","date_gmt":"2026-09-14T22:44:31","guid":{"rendered":"https:\/\/pakistaninewspaperlist.com\/news\/1470350-b-c-ltd-announces-proposed-business-combination-with-orior-metals-corp\/"},"modified":"2026-09-14T22:44:31","modified_gmt":"2026-09-14T22:44:31","slug":"1470350-b-c-ltd-announces-proposed-business-combination-with-orior-metals-corp","status":"publish","type":"post","link":"https:\/\/pakistaninewspaperlist.com\/news\/1470350-b-c-ltd-announces-proposed-business-combination-with-orior-metals-corp\/","title":{"rendered":"1470350 B.C. LTD. ANNOUNCES PROPOSED BUSINESS COMBINATION WITH ORIOR METALS CORP."},"content":{"rendered":"

VANCOUVER, BRITISH COLUMBIA, Sept. 14, 2026 (GLOBE NEWSWIRE)<\/a> — 1470350 B.C. Ltd. (the \u201cCompany<\/strong>\u201d) is pleased to announce that it has entered into a binding letter agreement dated September 11, 2026, (the \u201cLetter Agreement<\/strong>\u201d) with Orior Metals Corp. (\u201cOrior<\/strong>\u201d), to complete a proposed business combination between the Company and Orior (the\u00a0\u201cProposed Transaction<\/strong>\u201d). It is expected that the Proposed Transaction will proceed by way of a \u201cthree-cornered\u201d amalgamation of Orior with a wholly-owned subsidiary of the Company (\u201cCompany Subco<\/strong>\u201d) 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 \u201cRenatus Resources Inc.\u201d) (the \u201cResulting Issuer<\/strong>\u201d) will have its common shares listed on the TSX Venture Exchange (the \u201cExchange<\/strong>\u201d).<\/p>\n

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. (\u201cHuakan<\/strong>\u201d) and Huakan\u2019s shareholders (the \u201cOption Agreement<\/strong>\u201d) to acquire the Revel Ridge Project, located approximately 45 km from Revelstoke, British Columbia (the \u201cRevel Ridge Project<\/strong>\u201d).<\/p>\n

Terms of the Proposed Transaction <\/strong><\/p>\n

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\u00a0\u201cOrior Shares<\/strong>\u201d) be exchanged for common shares of the Resulting Issuer (\u201cResulting Issuer Shares<\/strong>\u201d) 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 \u201cOrior Warrants<\/strong>\u201d) be exchanged for common share purchase warrants of the Resulting Issuer (\u201cResulting Issuer Warrants<\/strong>\u201d) 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.<\/p>\n

It is expected that the Proposed Transaction will proceed by way of a \u201cthree-cornered\u201d 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.<\/p>\n

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 \u201cResulting Issuer Board<\/strong>\u201d) will consist of the following directors: Victor Cantore, Simon Marcotte, Dr. Quinton Hennigh, Peter Damouni, Eric Desaulniers and Andrew Farncomb (collectively, the \u201cNew Directors<\/strong>\u201d). 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 \u201cPrincipal Rights Agreement<\/strong>\u201d) pursuant to which David Eaton and Burns Singh Tennent-Bhohi (together, the \u201cOrior Principals<\/strong>\u201d) will have the right to (i) subject to meeting the qualification requirements to serve as a director under the Business Corporations Act<\/em> (British Columbia) and the policies of the Exchange, designate one nominee for election as a director of the Resulting Issuer (the \u201cPrincipal Designation Right<\/strong>\u201d), or (ii) designate one individual for appointment as an advisor to the Resulting Issuer Board (the \u201cPrincipal Appointment Right<\/strong>\u201d). 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.<\/p>\n

Under the Letter Agreement, the Company and Orior and have agreed to negotiate in good faith the terms and conditions of a definitive agreement pertaining to the Proposed Transaction (the \u201cDefinitive Agreement<\/strong>\u201d) and enter into the Definitive Agreement on or before October 31, 2026.<\/p>\n

Completion of the Proposed Transaction is subject to a number of conditions including, but not limited to: completion of satisfactory due diligence; execution of the Definitive Agreement and other ancillary agreements in form and substance satisfactory to each of the Company and Orior; completion of the Subscription Receipt Financing; receipt of regulatory approvals; receipt of approval for the listing of the Resulting Issuer Shares on the Exchange; shareholders of Orior approving the Proposed Transaction and such other matters necessary to complete the Proposed Transaction; and shareholders of the Company approving certain matters ancillary to the Proposed Transaction, as required, including the election of the New Directors, subject to the completion of the Proposed Transaction. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.<\/p>\n

The Proposed Transaction is an arm\u2019s length transaction pursuant to the policies of the Exchange.<\/p>\n

Subscription Receipt Financing<\/strong><\/p>\n

In conjunction with, and prior to the completion of the Proposed Transaction, the Company intends to complete a non-brokered private placement of subscription receipts (the \u201cSubscription Receipts<\/strong>\u201d) for gross proceeds of $18 million through the issuance of an aggregate of 78,260,870 Subscription Receipts at a price of $0.23 per Subscription Receipt (on a pre-Consolidation (as defined below) basis) (the \u201cSubscription Receipt Financing<\/strong>\u201d). It is expected that each Subscription Receipt will be automatically exchanged for one Resulting Issuer Share upon the completion of the Proposed Transaction and following the satisfaction of specified escrow release conditions (the \u201cEscrow Release Conditions<\/strong>\u201d), including the completion or waiver of all conditions precedent to the Proposed Transaction and the conditional approval for listing of the Resulting Issuer Shares on the Exchange.<\/p>\n

The Subscription Receipt Financing may be comprised of \u201cflow-through\u201d Subscription Receipts (the \u201cFT Subscription Receipts<\/strong>\u201d) for gross proceeds of up to $1,500,000 through the issuance of up to an aggregate of 6,000,000 FT Subscription Receipts at a price of $0.25 per FT Subscription Receipt (on a pre-Consolidation basis). The gross proceeds from the issuance of the FT Subscription Receipts will be used to satisfy exploration activities on the Revel Ridge Project in 2027. It is expected that each such FT Subscription Receipt will be automatically exchanged for one Resulting Issuer Share that will qualify as a \u201cflow-through share\u201d as defined in subsection 66(15) of the Income Tax Act<\/em> (Canada) upon the completion of the Proposed Transaction and following the satisfaction of the Escrow Release Conditions.<\/p>\n

Share Subdivision <\/strong><\/p>\n

For the purposes of the Proposed Transaction, the deemed value of each outstanding common share of the Company will be $0.23 (on a pre-Consolidation basis). In connection with the execution of the Letter Agreement, the board of directors of the Company has approved an amendment to the articles of the Company to subdivide the common shares of the Company (the \u201cCompany Shares<\/strong>\u201d) on the basis of eighty-six thousand nine hundred and fifty-six (86,956) post-subdivision Company Shares for one pre-subdivision Company Share (the \u201cShare Subdivision<\/strong>\u201d). The Company anticipates that the Share Subdivision will make the Company Shares more accessible to investors and enhance liquidity for the holders thereof. The record date of the Share Subdivision will be September\u00a014,\u00a02026. 100 Company Shares are currently issued and outstanding. Following the completion of the Share Subdivision, a total of 8,659,600 Company Shares will be issued and outstanding.<\/p>\n

Pursuant to the articles of the Company, the Share Subdivision does not require approval of the shareholders of the Company (\u201cCompany Shareholders<\/strong>\u201d). Company Shareholders do not need to take any action with respect to the Share Subdivision. The Company\u2019s registrar and transfer agent will send the Company Shareholders a direct registration system (DRS) advice letter confirming the number of Company Shares the Company Shareholders are entitled to receive as a result of the Share Subdivision.<\/p>\n

Description of the Revel Ridge Project and the Option Agreement<\/strong><\/p>\n

The Revel Ridge Project is an advanced-stage, gold-dominant polymetallic project situated in southeastern British Columbia, approximately 42 kilometres by road north of Revelstoke.<\/p>\n

Pursuant to the Option Agreement, Orior has been granted the sole and exclusive option to acquire a 100% interest in the Revel Ridge Project from Huakan. To exercise the option, Orior must make aggregate cash payments of $59.0 million over six years and issue $2.0 million of Orior Shares on or before December 4, 2026. The cash payments consist of $500,000, which was paid shortly after the execution of the Option Agreement, $500,000, which was paid 180 days after the execution of the Option Agreement, and subsequent payments of $1.0 million, $4.5 million, $11.5 million, $9.0 million, $11.5 million and $20.5 million, which are payable on the first, second, third, fourth, fifth and sixth anniversary of the Option Agreement, respectively. Orior may accelerate the exercise of the option during the first three years of the Option Agreement by making the applicable accelerated payment prescribed by the Option Agreement. During the option period, Orior has the exclusive right to explore and advance the Revel Ridge Project and is responsible for funding exploration activities and maintaining the Revel Ridge Project in good standing. The option is exercisable at Orior\u2019s discretion, and amounts paid by Orior before any termination are non-refundable. Upon the exercise of the option under the Option Agreement, all rights and interests in the Revel Ridge Project and all outstanding shares of Huakan will be transferred to Orior, free and clear of encumbrances other than permitted encumbrances.<\/p>\n

Consolidation<\/strong><\/p>\n

Upon the completion of the Proposed Transaction, it is intended that the issued and outstanding Company Shares (on a post-Share Subdivision basis and including such Company Shares to be issued in exchange of the Subscription Receipts) and the issued and outstanding Orior Shares will be consolidated on a two-for-one basis (the \u201cConsolidation<\/strong>\u201d). The issued and outstanding Orior Warrants will be adjusted accordingly to reflect the Consolidation.<\/p>\n

Finder\u2019s Fee<\/strong><\/p>\n

In connection with the Proposed Transaction, the Resulting Issuer shall pay to certain arm\u2019s length finders (collectively, the \u201cFinders<\/strong>\u201d) a finder\u2019s fee (the \u201cFinder\u2019s Fee<\/strong>\u201d) payable through the issuance of an aggregate of 4,629,706 Resulting Issuer Shares (on a post-Consolidation basis), as full and final satisfaction of all amounts payable to the Finders in connection with the introduction of the parties and the negotiation of the Proposed Transaction. The Finder\u2019s Fee shall be payable on the closing of the Proposed Transaction, subject to receipt of all required regulatory approvals, including the approval of the Exchange.<\/p>\n

Resulting Issuer Capital Structure<\/strong><\/p>\n

It is anticipated that immediately following the completion of the Proposed Transaction and on a post-Consolidation basis, the authorized capital of the Resulting Issuer will consist of an unlimited number of Resulting Issuer Shares, of which 99,208,593 will be issued and outstanding, and a total of 2,173,913 Resulting Issuer Shares will be reserved for issuance under the Resulting Issuer Warrants, and no other securities of the Resulting Issuer will be outstanding.<\/p>\n

Other Matters<\/strong><\/p>\n

A comprehensive press release with further particulars relating to the Proposed Transaction and the Resulting Issuer will follow upon the execution of the Definitive Agreement.<\/p>\n

Investors are cautioned that, except as disclosed in the listing application to be prepared in connection with the Proposed Transaction and to be filed with the Exchange, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon.<\/p>\n

For further information, please contact: <\/strong>
\u200e1470350 B.C. Ltd.
Tony Wonnacott
Chief Executive Officer
Telephone:\u00a0 416-953-5879
tony@legalconsulting.ca<\/u><\/a><\/p>\n

Forward-Looking Information<\/strong><\/p>\n

Certain statements contained in this news release constitute \u201cforward-looking information\u201d and \u201cforward-looking statements\u201d as such terms are used in applicable Canadian securities laws. Forward-looking statements and forward-looking information are based on plans, expectations and estimates of management at the date the information is provided and are subject to certain factors and assumptions, including, that the Company\u2019s financial condition and development plans do not change as a result of unforeseen events, that the Company obtains any required regulatory approval and that the Company proceed with the Proposed Transaction as contemplated in the Letter Agreement. Forward-looking statements and information are subject to a variety of risks and uncertainties and other factors that could cause plans, estimates and actual results to vary materially from those projected in such forward-looking statements and forward-looking information. Factors that could cause the forward-looking statements and forward-looking information in this news release to change or to be inaccurate include, but are not limited to, the risk that any of the assumptions referred to prove not to be valid or reliable, that occurrences such as those referred to above are realized and result in delays, or cessation in planned work, that the Company\u2019s financial condition and development plans change, and delays in regulatory approval, the risk related to the expected liquidity of the Company Shares following the Share Subdivision, the risks related to the negotiation of the Definitive Agreement and that the Company and Orior may not be able to enter into the Definitive Agreement, the risk that the Proposed Transaction be completed under terms that are materially different than those terms and conditions set forth in the Letter Agreement, or not completed at all, the risks related to the receipt of regulatory approvals, including the approval of the Exchange, the risk that the Subscription Receipt Financing be completed for less than $18.0 million or not completed at all, as well as the other risks and uncertainties applicable to the Company, as set forth in the Company\u2019s financial statements and management discussion and analysis filed under the Company\u2019s profile at <\/em>www.sedarplus.ca<\/em>. The Company undertakes no obligation to update the forward-looking statements and forward-looking information, other than as required by applicable law. <\/em><\/p>\n

<\/p>\n","protected":false},"excerpt":{"rendered":"

VANCOUVER, BRITISH COLUMBIA, Sept. 14, 2026 (GLOBE NEWSWIRE) — 1470350 B.C. Ltd. (the \u201cCompany\u201d) is pleased to announce that it has entered into a binding letter agreement dated September 11, 2026, (the \u201cLetter Agreement\u201d) with Orior Metals Corp. (\u201cOrior\u201d), to complete a proposed business combination between the Company and Orior (the\u00a0\u201cProposed Transaction\u201d). It is expected […]<\/p>\n","protected":false},"author":2,"featured_media":113361,"comment_status":"","ping_status":"open","sticky":false,"template":"","format":"standard","meta":{"_acf_changed":false,"om_disable_all_campaigns":false,"_monsterinsights_skip_tracking":false,"site-sidebar-layout":"default","site-content-layout":"","ast-site-content-layout":"default","site-content-style":"default","site-sidebar-style":"default","ast-global-header-display":"","ast-banner-title-visibility":"","ast-main-header-display":"","ast-hfb-above-header-display":"","ast-hfb-below-header-display":"","ast-hfb-mobile-header-display":"","site-post-title":"","ast-breadcrumbs-content":"","ast-featured-img":"","footer-sml-layout":"","ast-disable-related-posts":"","theme-transparent-header-meta":"","adv-header-id-meta":"","stick-header-meta":"","header-above-stick-meta":"","header-main-stick-meta":"","header-below-stick-meta":"","astra-migrate-meta-layouts":"default","ast-page-background-enabled":"default","ast-page-background-meta":{"desktop":{"background-color":"var(--ast-global-color-4)","background-image":"","background-repeat":"repeat","background-position":"center center","background-size":"auto","background-attachment":"scroll","background-type":"","background-media":"","overlay-type":"","overlay-color":"","overlay-opacity":"","overlay-gradient":""},"tablet":{"background-color":"","background-image":"","background-repeat":"repeat","background-position":"center center","background-size":"auto","background-attachment":"scroll","background-type":"","background-media":"","overlay-type":"","overlay-color":"","overlay-opacity":"","overlay-gradient":""},"mobile":{"background-color":"","background-image":"","background-repeat":"repeat","background-position":"center center","background-size":"auto","background-attachment":"scroll","background-type":"","background-media":"","overlay-type":"","overlay-color":"","overlay-opacity":"","overlay-gradient":""}},"ast-content-background-meta":{"desktop":{"background-color":"var(--ast-global-color-5)","background-image":"","background-repeat":"repeat","background-position":"center center","background-size":"auto","background-attachment":"scroll","background-type":"","background-media":"","overlay-type":"","overlay-color":"","overlay-opacity":"","overlay-gradient":""},"tablet":{"background-color":"var(--ast-global-color-5)","background-image":"","background-repeat":"repeat","background-position":"center center","background-size":"auto","background-attachment":"scroll","background-type":"","background-media":"","overlay-type":"","overlay-color":"","overlay-opacity":"","overlay-gradient":""},"mobile":{"background-color":"var(--ast-global-color-5)","background-image":"","background-repeat":"repeat","background-position":"center center","background-size":"auto","background-attachment":"scroll","background-type":"","background-media":"","overlay-type":"","overlay-color":"","overlay-opacity":"","overlay-gradient":""}},"fifu_image_url":"https:\/\/ml.globenewswire.com\/media\/MDlmMTA4NmUtZTE0ZC00M2NhLTk5YzctMjU2ZWM1MDVkOGNmLTUwMDE2Nzg1OC0yMDI2LTA5LTE0LWVu\/tiny\/1470350-B-C-Ltd-.png","fifu_image_alt":"","footnotes":""},"categories":[208],"tags":[],"class_list":["post-113360","post","type-post","status-publish","format-standard","has-post-thumbnail","hentry","category-globenewswire"],"acf":[],"aioseo_notices":[],"aioseo_head":"\n\t\t\n\t\n\t\n\t\n\t\n\t\n\t\t\n\t\t\n\t\t\n\t\t\n\t\t\n\t\t\n\t\t\n\t\t\n\t\t\n\t\t\n\t\t\n\t\t\n\t\t\n\t\t\n\t\t