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Vancouver, British Columbia, September 18, 2023 (GLOBE NEWSWIRE) —
Find out resource company (this”company” or”Find out”) (CSE: BRCO) and Emergency Waste Solutions Company (“Environmental early warning system“) is pleased to announce that the parties have entered into a definitive merger agreement, effective September 18, 2023 (“merge protocol“) Pursuant to this, Buscando will acquire all outstanding shares in EWS Capital (“EWS Stock“) through a triangular merger in compliance with the merger agreement (“trade”). This transaction will constitute a “fundamental change” for Buscando (“Fundamental Change”), as defined in Canadian Securities Exchange policyConsumer Education Association“).
generalize of this trade
Pursuant to the merger agreement, Buscando is a newly formed wholly-owned subsidiary of Buscando (“branch“) and EWS will complete the triangle merge (“trade“)According to the provisions of Commercial Companies Act (British Columbia), Subco will merge with EWS to form a single wholly-owned subsidiary of Buscando. The transaction will result in a reverse takeover of the company by EWS security holders. After the transaction is completed, the company will continue to conduct EWS business (“ultimate issuer“).
Transactions in the Company’s common stock (“Search stocks”) was suspended on September 18, 2023, in accordance with the policy of the CSE, and will continue to be suspended until all necessary documents are accepted by the relevant regulatory authorities and the final listing of the issuer on the CSE is completed.
In connection with this transaction, Buscando will complete the consolidation of all of its issued and outstanding securities based on three old Buscando securities into one new Buscando security (“merge“). Buscando also intends to change its name to “Emergent Waste International Inc.” (This”name change”) and will reorganize its board of directors and management team, as detailed below.
The closing of the transaction is subject to a number of terms and conditions customary for transactions of this nature, including the completion of the Concurrent Financing (as defined below) and the Interim Financing (as defined below) by EWS, the completion of the merger and name change by Buscando, the acquisition of all rights and interests set forth in the Merger Agreement Necessary shareholder and regulatory approvals, execution of relevant transaction documents and listing approval from the CSE.
Upon completion of the transaction, Buscando will issue (“EWS shareholders“) in exchange for all of its EWS shares on a one-for-one basis (“Exchange ratio”), totaling approximately 46,506,359 Buscando shares after the merger (assuming EWS raises minimum proceeds in interim financing and concurrent financing).
In connection with the transaction, Buscando will also issue an aggregate of approximately 4,256,857 replacement warrants, 600,000 options and convertible debentures in an aggregate amount of $491,473 (each “Replacement safety”) to purchase warrant holders of EWS common stock (“EWS Warrants”), holders of EWS stock options and holders of EWS Convertible Notes, in exchange for any such convertible securities outstanding at the time of the transaction.
Certain securities issued in connection with this transaction will be subject to the custody requirements of the CSE, mutually agreed custody conditions and holding periods required by the CSE and applicable securities laws.
temporary Financing
In connection with this transaction, EWS will complete the interim financing of the units at a price of $0.35 per unit, with gross proceeds of not less than $350,000 (“medium term financing“). Each unit issued under the interim financing will consist of one EWS share and one-half of one EWS warrant (“medium term financing Environmental early warning system ensure”), each completed interim financing EWS Warrant will entitle its holder to purchase one additional EWS share at a price of $0.50 per share for a period of 24 months from the date of issuance. When effective, pursuant to the Merger Under the terms of the agreement, outstanding EWS shares will be exchanged for post-merger Buscando shares and unissued interim financing EWS warrants will be exchanged for applicable post-merger replacement securities.
at the same time Financing
In connection with this transaction, EWS will complete the subscription receipt financing (“Subscription receipt“) total proceeds of not less than US$2,000,000, with a price of US$0.50 per subscription receipt (“simultaneous financing“). Each subscription receipt will entitle the holder to receive one unit consisting of one EWS share and one-half of one EWS warrant (“Synchronous Financing EWS Warrants”), in which each completed Synchronous Financing EWS Warrant will entitle the holder to purchase one additional EWS share at a price of $1.00 per share for a period of 24 months from the date of issuance. The total proceeds from the Synchronous Financing will be It is in escrow pending completion of all conditions of the transaction or conditional listing approval from the CSE.
When effective, subject to the terms of the merger agreement, outstanding EWS shares will be exchanged for post-merger Buscando shares and unissued concurrent financing EWS warrants will be exchanged for applicable post-merger replacement securities.
director and sir
Upon completion of the transaction, subject to CSE approval, the Company’s current directors and senior management will resign, with the exception of Kyler Hardy, who will continue to serve as a director of the resulting issuer. Kevin Hull will be named president, chief executive officer and director of the resulting issuer. Brian Gusko will be named vice president of finance and director. Abbey Abidye will be appointed chief financial officer, company secretary and director. Dan Becher will also be named a director.
about Find out
Buscando Resources Corp. is a mineral exploration company focused on the acquisition, exploration and development of copper deposits in Canada.The company has the option to acquire 100% equity
The Rupert property is located in northern Vancouver Island, British Columbia, and covers approximately 2,500 hectares.
about Environmental early warning system
EWS is a BC company with rights to deploy world-leading advanced pyrolysis systems globally (“amphetamine-type stimulants“) Technology. ATS is an innovative, safe, efficient and proven method for converting waste materials such as municipal solid waste, tires, plastics, biomass and livestock waste into activated carbon, carbon black, biochar, biocoal , syngas and other marketable products and bio-oil.
touch information retrieval resource company
Caleb Hardy
CEO
URL: https://buscandoresources.com/ e-mail: khardy@cronincapital.ca
Emerging waste solution company
Kevin Hull
CEO Phone: (604) 741-1956
URL: http://www.ewscanada.com e-mail: khull@ewscanada.com
farther information
Further details regarding the Transaction and the Resulting Issuer will be provided in the CSE listing statement prepared and filed by the Resulting Issuer in connection with the Transaction. Investors are advised that, other than the information disclosed in connection with this transaction in the CSE listing statement (or other disclosure document prepared by the ultimate issuer), any information released or received in connection with this transaction may be inaccurate or inaccurate. Complete and should not be disclosed. rely on.
No securities to be issued pursuant to this transaction have been or will be registered under the United States Securities Act of 1933, as amended, or any state securities laws, and any securities to be issued pursuant to this transaction are expected to be registered pursuant to such registration requirements. Waivers available. This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities.
The completion of this transaction is subject to the satisfaction of a number of conditions. Where applicable, the transaction cannot be completed until required shareholder approvals are obtained. There can be no assurance that the transaction will close as proposed or at all.
The CSE has not in any way discussed the merits of this transaction and has not approved or disapproved of the contents of this press release. One of the conditions for the CSE to approve the listing of the ultimate issuer’s common shares is that the ultimate issuer meets the CSE’s listing requirements. There can be no assurance that the listing of common shares will be approved by the CSE.
All information contained in this press release regarding Buscando and EWS has been provided by and contained in this press release individually and the parties have relied upon the accuracy of such information and have not independently verified it.
Disclaimer for Forward-looking information
Certain statements in this press release are forward-looking statements and are forward-looking in nature. Forward-looking statements are not based on historical facts but on current expectations and projections of future events and are therefore subject to risks and uncertainties that could cause actual results to differ materially from future results expressed or implied by the forward-looking statements, including: to obtain all necessary regulatory approvals, the ability to complete the transaction, capital expenditure and other cost, and Financing and additional capital Require. these statements Generally speaking able yes It has been identified go through this use of forward-looking Character Such as “possible”, “should”, “will”, “could”, “intend”, “estimate”, “plan”, “anticipate”, “expect”, “believe” or “continue”, or the negative or similar variations thereof. Forward-looking statements in this press release include, but are not limited to: about this Terms of this suggested trade, Finish of this suggested trade, Concurrent financing, temporary financing, merger and name change, listing of the final issuer’s shares on the CSE, and the final issuer’s expected business plan after the transaction is completed.
The forward-looking statements contained in this press release are expressly qualified by this cautionary statement.Forward-looking statements contained in this news release is As of the date of this press release. Although the company’s management has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated or estimated. or on purpose. There able yes No ensure That Such statement will prove arrive yes precise, as Actual results and future events could differ materially from those anticipated in such statements.Accordingly, readers should not place undue reliance on forward-looking statements and Forward-looking information. Neither the Company, EWS nor the ultimate issuer undertakes any obligation to update any forward-looking statement or forward-looking information referenced herein, except as required by applicable Canadian securities laws.
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