Mr. Harald Seemann reports
BIG ROCK LABS ANNOUNCES LETTER OF INTENT FOR PROPOSED REVERSE TAKEOVER AND
Big Rock Labs Inc. has entered into a non-binding letter of intent (LOI) with respect
to a proposed reverse takeover (RTO) of 1945894 Ontario Ltd. (hereinafter Oil & Gas Co. or
corporation) and its wholly owned U.S. subsidiary.
The company will seek approval from its shareholders and the Canadian Securities Exchange
(CSE) to change the company's business from a technology company to an energy resource
company. The company intends to complete a name change in connection with the proposed RTO.
The company's board of directors will propose the RTO and name change at the company's 2017
annual general and special meeting on June 23, 2017, in Toronto, Canada.
About Oil & Gas Co.
Oil & Gas is an Ontario-based oil and gas corporation led by Peter Bilodeau as chief executive officer. The
corporation is focused on oil production, exploration and well development in southwestern Ontario
and Michigan, targeting projects with potential for significant light oil reserves. Oil & Gas has a
robust portfolio of low-risk and low-cost projects with scalability. The corporation's current focus is to
identify low-cost production acquisition opportunities and to resume oil production at its proven
Michigan project. Oil & Gas plans to update the oil resource in a qualifying report according to
National Instrument 51-101 before closing of the RTO.
The corporation has an experienced management team and board with oil and gas exploration and
operational expertise, combined with a strong financial and capital markets background. Management
and the board have collectively invested more than $2-million in Oil & Gas. Favourable
economics and low-cost leasing rights with limited competition make Ontario and Michigan attractive
areas to operate in.
Peter Bilodeau, MBA, FICB, president, CEO and director
Mr. Bilodeau has an extensive background in corporate finance, management, financial consulting, and oil
and gas production, exploration and development. Through the work experiences gained during his
career, Mr. Bilodeau has become a multifaceted executive with expertise in areas such as strategic
planning, new business development, marketing strategy, operations, finance management and client
services. Prior to launching his entrepreneurial career, he worked for one of Canada's major
chartered banks in commercial lending, quickly advancing to the senior management ranks. He is a
former real estate appraiser with extensive experience in various types of real property valuation. Mr.
Bilodeau's business prowess is frequently called upon through his finance and consulting business,
and as a member of the boards of directors of several companies in the oil and gas, manufacturing,
retail, and financial services sectors. Mr. Bilodeau has a master of business administration degree with a
specialty in financial services from Dalhousie University, Halifax, N.S., Canada.
The purpose of the LOI is to reflect the desire of both parties to effect a reverse takeover, pursuant
to which Big Rock plans to issue one consolidated Big Rock share for each of the 38 million issued
and outstanding common shares of Oil & Gas through a share exchange, amalgamation, plan of
arrangement or such other comparable form as determined by Big Rock and Oil & Gas following
a review of all relevant tax, corporate and securities law considerations, and a due diligence review. Pursuant to the transaction and subject to adjustment prior to the execution of a
definitive agreement, each outstanding Oil & Gas common share shall be exchanged into one
common share of the resulting issuer, and every two outstanding Big Rock common shares shall be
exchanged into one common share of the resulting issuer for a
total of 10,115,000 consolidated Big Rock shares.
The proposed transaction is subject to a number of conditions, including, but not limited to: (1) review
and approval of the transaction by the boards of directors of Big Rock and Oil & Gas, and any
requisite shareholder approval, and (2) review and approval of the Canadian Securities Exchange
and all other regulatory bodies having jurisdiction in connection with the subject transaction. The
parties anticipate entering into a definitive agreement setting out in more detail the proposed terms of
the transaction by May 29, 2017. More details will follow in the company's information circular and
the resulting issuer's listing statement that will comply with the listing requirements of the CSE policies for energy resource companies. The transaction would be characterized as a fundamental
change in the company (CSE Policy 8) with a change of management and control.
Oil & Gas intends to complete an equity financing of up to $250,000 so that the resulting issuer has sufficient working capital to meet the Canadian Securities
Exchange's listing requirements for an energy resource company; and every Oil & Gas share
issued pursuant to the pre-RTO financing will be exchanged for one consolidated Big Rock share at
the closing of the RTO. It is agreed that any increase of the pre-RTO financing in excess of $250,000
is subject to the prior written approval of Big Rock. The current Big Rock Labs shareholders
would own a total of 21.02 per cent of the resulting issuer before the pre-RTO financing and 19.04
per cent of the resulting issuer after the pre-RTO financing.
The board of directors of the resulting issuer shall comprise up to five directors, of which
two individuals shall be the nominees of Big Rock and threeindividuals shall be the nominees
of Oil & Gas. Big Rock shall amend its incorporation documents and articles authorizing the
resulting issuer to have a board of directors of up to seven members. Any additional members
over the initial five members shall be invited to the board only if they provide material benefit to the
resulting issuer's future, as agreed by the board.
Additional information with respect to the transaction will be provided in subsequent press releases.
Big Rock Labs Inc.
Big Rock Labs is an emerging Canadian technology company that
specializes in digital product research and development. The company is proposing a reverse
takeover and name change as described above.
We seek Safe Harbor.
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