Lund En­ter­prises, 1163631 B.C. amend LOI for RTO

Stockwatch Daily - - MINES & METALS - Mr. Chet Idziszek re­ports

LUND EN­TER­PRISES Corp. and 1163631 B.C. Ltd. (116) have pro­vided an up­date with re­spect to the pre­vi­ously pro­posed re­verse takeover trans­ac­tion. As an­nounced on Nov. 7, 2018, the com­pany and 116 en­tered into of an arm’slength, non-bind­ing let­ter of in­tent , pur­suant to which, among other things, Lund En­ter­prises 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 ad­vis­ers to each of Lund En­ter­prises and 116, act­ing rea­son­ably), pur­suant to which the share­hold­ers of 116 will ex­change all of their com­mon shares of 116 for com­mon shares of Lund En­ter­prises on the ba­sis of one Lund En­ter­prises share for each 116 share, re­sult­ing in 116 be­com­ing a wholly owned sub­sidiary of Lund En­ter­prises.

Lund En­ter­prises and 116 have en­tered into an amend­ment to the LOI to ex­tend the ex­clu­siv­ity pe­riod to Dec. 31, 2018. In the in­terim, the par­ties con­tinue to work to­ward ne­go­ti­at­ing a de­fin­i­tive share ex­change agree­ment and pre­par­ing the nec­es­sary dis­clo­sure doc­u­ments, in­clud­ing a man­age­ment in­for­ma­tion cir­cu­lar and au­dited fi­nan­cial state­ments of 116, re­quired to com­plete a re­verse takeover, in ac­cor­dance with the poli­cies of the TSX Ven­ture Ex­change.

Each of Lund En­ter­prises 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 Dec. 21, 2018.

Trad­ing halt

Since an­nounc­ing the trans­ac­tion on Nov. 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 been com­pleted.

About the par­ties

About Lund En­ter­prises Corp.

Lund En­ter­prises is a junior ex­plo­ration com­pany es­tab­lished in 1978 fo­cused on the search for gold and base metal de­posits in highly prospec­tive min­eral dis­tricts of Canada. Lund owns a 100-per-cent in­ter­est in the Black Fox prop­erty within the Schreiber-Hemlo green­stone belt in the prov­ince of On­tario. In con­nec­tion with the pro­posed RTO, Lund En­ter­prises is en­deav­our­ing to di­vest its in­ter­est in the Black Fox prop­erty, such that it is ex­pected, upon com­ple­tion of the RTO, that the busi­ness of Lund En­ter­prises will be­come that of 116.

About 1163631 B.C. Ltd.

116 is a pri­vately held in­cor­po­rated com­pany in Bri­tish Columbia. 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-per-cent in­ter­est in petroleum ex­plo­ration li­cence No. 0073, which was granted by the gov­ern­ment of the Repub­lic of Namibia (with the re­main­ing 10 per cent held by the Na­tional Petroleum Cor­po­ra­tion of Namibia, the state oil com­pany of Namibia). The li­cence cov­ers cer­tain oil and 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 25-year pro­duc­tion li­cence upon suc­cess­ful dis­cov­ery.

Fur­ther in­for­ma­tion

Fur­ther in­for­ma­tion re­gard­ing the RTO and con­cur­rent fi­nanc­ing will be in­cluded in sub­se­quent press releases and the man­age­ment in­for­ma­tion cir­cu­lar that Lund En­ter­prises 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 En­ter­prises on the SEDAR web­site.

Com­ple­tion of the RTO is sub­ject to a num­ber of con­di­tions, in­clud­ing, but not lim­ited to, TSX-V 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.

We seek Safe Har­bor.

Derek Bartlett, Vi­vian Lor­raine Daniel­son, Ch­ester Idziszek

(LEN) Shares: 11,143,645

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