Vancouver, British Columbia--(Newsfile Corp. - March 23, 2022) - Pacific Arc Resources Ltd (TSXV: PAV) ("Pacific Arc" and/or the "Company"), is pleased to announce that it has entered into letter of intent dated March 16, 2022 (the "LOI") with RocketFrac Services Ltd. ("RocketFrac Cleantech"), an innovative energy service company developing technologies to boost reservoir production with a lower environmental footprint. The LOI outlines the general terms and conditions of a proposed business combination, which would result in RocketFrac Cleantech becoming a wholly-owned subsidiary of the Company (the "Proposed Transaction").
Completion of the Proposed Transaction is subject to customary terms and conditions as set forth in the LOI including, but not limited to: the satisfactory completion of due diligence; the successful negotiation and execution of a definitive agreement for the Proposed Transaction (the "Definitive Agreement"); shareholder and applicable stock exchange approvals, the performance of any closing conditions; and other conditions typical for similar transactions.
In connection with the signing of the LOI, trading in the common shares of Pacific Arc have halted from trading. Trading is expected to remain halted until the completion or termination of the Proposed Transaction.
The proposed terms of the Proposed Transaction are subject to change as due diligence and negotiations progress between the parties. A comprehensive press release with further particulars relating to the Proposed Transaction will be issued in connection with the parties entering into the Definitive Agreement. There is no assurance that the Proposed Transaction will be completed as proposed or at all.
Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable, disinterested shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of Pacific Arc should be considered highly speculative. The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this news release.
About RocketFrac Cleantech
RocketFrac Cleantech is an innovative energy service company developing technologies to boost reservoir production with a lower environmental footprint. By eliminating the need to use fresh water in the fracking process, RocketFrac Cleantech's patent-pending proprietary technology conserves this precious resource, while lowering greenhouse gas emissions, and improving operational efficiency. This pioneering approach respects Environment, Social and Governance (ESG) commitments, while contributing to critical energy independence needs around the world.
Founded in 2017, RocketFrac Cleantech is guided by experienced energy sector experts. Leadership includes CEO Tom Whalen, former President and Managing Director of Baker Hughes Canada, CTO Pavan Elapavuluri, formerly of Schlumberger, and The Honorable Ronald R. Spoehel, Chairman, formerly of NASA.
This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to or for the account or benefit of U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
ON BEHALF OF THE BOARD OF DIRECTORS
PACIFIC ARC RESOURCES LTD.
For further information, please contact:
John MacPhail, President, CEO & Director
Phone: (778) 688-7411
Not for distribution to United States newswire services or for dissemination in the United States. This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (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.
Notice on Forward-Looking Information
This press release contains forward-looking statements and forward-looking information (collectively, "forward-looking statements") within the meaning of applicable securities laws. Any statements that are contained in this press release that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements are often identified by terms such as "may", "should", "anticipate", "will", "estimates", "believes", "intends" "expects" and similar expressions which are intended to identify forward-looking statements. More particularly and without limitation, this press release contains forward looking statements concerning the Proposed Transaction, the proposed structure by which the Proposed Transaction is to be completed, the ability of the Company and RocketFrac Cleantech to meet the conditions of the Proposed Transaction in the required timeframes, obtaining the necessary shareholder, board, exchange or regulatory approvals, including certain financial information and forecasts. The Company cautions that all forward-looking statements are inherently uncertain, and that actual performance may be affected by a number of material factors, assumptions and expectations, many of which are beyond the control of the Company and RocketFrac Cleantech, including expectations and assumptions concerning the Company, RocketFrac Cleantech, the Proposed Transaction, the negotiation of the Definitive Agreement on satisfactory terms, the timely receipt of all required shareholder, court and regulatory approvals (as applicable), including the acceptance of the TSXV, and the satisfaction of other closing conditions in accordance with the terms of the Definitive Agreement. The reader is cautioned that assumptions used in the preparation of any forward-looking statements may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted as a result of numerous known and unknown risks, uncertainties and other factors, many of which are beyond the control of the Company. The reader is cautioned not to place undue reliance on any forward-looking statements. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this press release are expressly qualified by this cautionary statement. The forward-looking statements contained in this press release are made as of the date of this press release, and the Company does not undertake any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by securities law.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Not for distribution to U.S. news wire services or for dissemination in the United States.
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