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1344345 B.C. Ltd. Announces Binding Letter Agreement with Rich Copper Exploration Corp.
TORONTO, ONTARIO, CANADA, May 11, 2026 /EINPresswire.com/ -- 1344345 B.C. Ltd. (the “Company”) is pleased to announce that it has entered into a binding letter agreement dated May 11, 2026 with Rich Copper Exploration Corp. (“Rich Copper”) providing for a proposed reverse takeover transaction pursuant to which the Company will acquire all of the issued and outstanding equity securities and securities convertible into equity securities of Rich Copper Exploration Corp. (the “Proposed Transaction”). Following completion of the Proposed Transaction, the resulting issuer’s common shares are expected to be listed on the TSX Venture Exchange (the “Exchange”), subject to satisfaction of all applicable listing requirements and receipt of all required approvals.
The Proposed Transaction is intended to constitute the reverse takeover of the Company by the securityholders of Rich Copper Exploration Corp.. The parties currently anticipate completing the Proposed Transaction on or prior to July 31, 2026, although there can be no assurance that the Proposed Transaction will be completed on the terms described below or at all.
Pursuant to the letter agreement, the Proposed Transaction is expected to be completed by way of an amalgamation, arrangement, share exchange, take-over bid or other similarly structured transaction to be determined by the parties. The parties have agreed to negotiate and enter into a definitive agreement in respect of the Proposed Transaction, which definitive agreement is expected to contain customary representations, warranties, covenants, conditions precedent and termination provisions for a transaction of this nature.
Prior to completion of the Proposed Transaction, Rich Copper intends to complete a brokered concurrent financing, currently expected to be structured as an issuance of subscription receipts, for minimum aggregate gross proceeds of C$1,000,000. Immediately prior to completion of the Proposed Transaction, the Company is expected to complete a consolidation or stock split of its common shares on a basis to be determined by the Company, in consultation with Rich Copper, acting reasonably.
Under the terms currently contemplated, holders of common shares of Rich Copper including shares issued or issuable in connection with the concurrent financing, will receive post-adjustment common shares of the Company on the basis of a one-for-one exchange ratio, subject to adjustments required to give effect to any subdivision, consolidation or other reorganization of the share capital of either party prior to closing. The structure of the Proposed Transaction remains subject to change as may be determined by the parties based on legal, tax, accounting or regulatory advice, provided that the economic and material terms are not adversely affected.
The Company’s aggregate equity value immediately prior to completion of the Proposed Transaction is expected to be C$1,000,000, inclusive of a C$200,000 finder’s fee payable in common shares of the resulting issuer pursuant to a finder’s fee agreement.
Completion of the Proposed Transaction remains subject to a number of conditions, including, among other things, completion of the concurrent financing, completion of the share adjustment, negotiation and execution of a definitive agreement, shareholder and board approvals as required, receipt of all required third-party and regulatory approvals, conditional approval of the Exchange for the listing of the resulting issuer shares, and satisfaction of other customary closing conditions.
Rich Copper projects:
- Tribag – Peter Breccia – gold and copper samples up to 9.77% copper and 3g/t gold, contiguous to Sterling Metals property (MEPS discovery), drill ready
- Dobie Lake – DDH 21-01 – 6.8m of 1.2% Cu, Abbican Historical DDH 0.95% Cu over 10.82m, Copper Prince Historical DDH 0.43% Cu over 11.3m , Sheba Uranium – Historical DDH - 0.59% U over 1 metre,
- REE projects
Further details regarding the Proposed Transaction, Rich Copper,the concurrent financing, the proposed management and board of the resulting issuer, and other material information will be provided in a subsequent press release once available and in applicable disclosure documents to be filed in connection with the Proposed Transaction.
Cautionary Statement Regarding Forward-Looking Information
This press release contains forward-looking information within the meaning of applicable securities laws, including statements relating to the Proposed Transaction, the anticipated structure of the Proposed Transaction, the concurrent financing, the proposed listing of the resulting issuer on the Exchange, the timing for completion of the Proposed Transaction, the Company’s anticipated pre-closing equity value and the finder’s fee. Forward-looking information is based on a number of assumptions, including assumptions regarding the parties’ ability to negotiate and enter into a definitive agreement, obtain all required approvals and satisfy all closing conditions. Readers are cautioned that forward-looking information involves known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those expressed or implied by such forward-looking information. There can be no assurance that the Proposed Transaction will be completed as proposed or at all. Readers should not place undue reliance on forward-looking information. The Company undertakes no obligation to update or revise any forward-looking information except as required by applicable law.
Neither the 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 press release.
The Proposed Transaction is intended to constitute the reverse takeover of the Company by the securityholders of Rich Copper Exploration Corp.. The parties currently anticipate completing the Proposed Transaction on or prior to July 31, 2026, although there can be no assurance that the Proposed Transaction will be completed on the terms described below or at all.
Pursuant to the letter agreement, the Proposed Transaction is expected to be completed by way of an amalgamation, arrangement, share exchange, take-over bid or other similarly structured transaction to be determined by the parties. The parties have agreed to negotiate and enter into a definitive agreement in respect of the Proposed Transaction, which definitive agreement is expected to contain customary representations, warranties, covenants, conditions precedent and termination provisions for a transaction of this nature.
Prior to completion of the Proposed Transaction, Rich Copper intends to complete a brokered concurrent financing, currently expected to be structured as an issuance of subscription receipts, for minimum aggregate gross proceeds of C$1,000,000. Immediately prior to completion of the Proposed Transaction, the Company is expected to complete a consolidation or stock split of its common shares on a basis to be determined by the Company, in consultation with Rich Copper, acting reasonably.
Under the terms currently contemplated, holders of common shares of Rich Copper including shares issued or issuable in connection with the concurrent financing, will receive post-adjustment common shares of the Company on the basis of a one-for-one exchange ratio, subject to adjustments required to give effect to any subdivision, consolidation or other reorganization of the share capital of either party prior to closing. The structure of the Proposed Transaction remains subject to change as may be determined by the parties based on legal, tax, accounting or regulatory advice, provided that the economic and material terms are not adversely affected.
The Company’s aggregate equity value immediately prior to completion of the Proposed Transaction is expected to be C$1,000,000, inclusive of a C$200,000 finder’s fee payable in common shares of the resulting issuer pursuant to a finder’s fee agreement.
Completion of the Proposed Transaction remains subject to a number of conditions, including, among other things, completion of the concurrent financing, completion of the share adjustment, negotiation and execution of a definitive agreement, shareholder and board approvals as required, receipt of all required third-party and regulatory approvals, conditional approval of the Exchange for the listing of the resulting issuer shares, and satisfaction of other customary closing conditions.
Rich Copper projects:
- Tribag – Peter Breccia – gold and copper samples up to 9.77% copper and 3g/t gold, contiguous to Sterling Metals property (MEPS discovery), drill ready
- Dobie Lake – DDH 21-01 – 6.8m of 1.2% Cu, Abbican Historical DDH 0.95% Cu over 10.82m, Copper Prince Historical DDH 0.43% Cu over 11.3m , Sheba Uranium – Historical DDH - 0.59% U over 1 metre,
- REE projects
Further details regarding the Proposed Transaction, Rich Copper,the concurrent financing, the proposed management and board of the resulting issuer, and other material information will be provided in a subsequent press release once available and in applicable disclosure documents to be filed in connection with the Proposed Transaction.
Cautionary Statement Regarding Forward-Looking Information
This press release contains forward-looking information within the meaning of applicable securities laws, including statements relating to the Proposed Transaction, the anticipated structure of the Proposed Transaction, the concurrent financing, the proposed listing of the resulting issuer on the Exchange, the timing for completion of the Proposed Transaction, the Company’s anticipated pre-closing equity value and the finder’s fee. Forward-looking information is based on a number of assumptions, including assumptions regarding the parties’ ability to negotiate and enter into a definitive agreement, obtain all required approvals and satisfy all closing conditions. Readers are cautioned that forward-looking information involves known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those expressed or implied by such forward-looking information. There can be no assurance that the Proposed Transaction will be completed as proposed or at all. Readers should not place undue reliance on forward-looking information. The Company undertakes no obligation to update or revise any forward-looking information except as required by applicable law.
Neither the 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 press release.
Binyomin Posen
1344345 B.C. Ltd.
+1 (647) 982-2494
email us here
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