Mr. Kyler Hardy reports

BUSCANDO RESOURCES AND EMERGENT WASTE SOLUTIONS ENTER INTO AMALGAMATION AGREEMENT

Buscando Resources Corp. and Emergent Waste Solutions Inc. (EWS) have entered into a definitive amalgamation agreement dated effective Sept. 18, 2023, pursuant to which Buscando will acquire all of the outstanding shares in the capital of EWS by way of a three-cornered amalgamation, subject to the terms and conditions of the amalgamation agreement. The transaction will constitute a fundamental change of Buscando, as defined by the policies of Canadian Securities Exchange.

Summary of the transaction

Pursuant to the amalgamation agreement, Buscando, a newly incorporated and wholly owned subsidiary of Buscando (Subco) and EWS will complete a three-cornered amalgamation in accordance with the provisions of the Business Corporations Act (British Columbia), whereby Subco will amalgamate with EWS to form a single, wholly owned subsidiary of Buscando. The transaction will result in a reverse takeover of the company by the securityholders of EWS. Upon completion of the transaction, the company will continue on with the business of EWS.

Trading in the common shares of the company was halted on Sept. 18, 2023, in compliance with the policies of the CSE, and will remain halted until all necessary filings have been accepted by applicable regulatory authorities and the resulting issuer's listing on the CSE has been completed.

In connection with the transaction, Buscando will complete a consolidation of all its issued and outstanding securities on the basis of three old Buscando securities for one new Buscando security. Buscando also intends to change its name to Emergent Waste International Inc. and will reconstitute its board of directors and management team as further described as follows.

Completion of the transaction is subject to a number of terms and conditions customary for transactions of this nature, including, among other things, EWS having completed the concurrent financing (as defined as follows) and the interim financing (as defined as follows), Buscando completing the consolidation and the name change, receipt of all necessary shareholder and regulatory approvals contemplated in the amalgamation agreement, the execution of related transaction documents, and listing approval of the CSE.

On completion of the transaction, Buscando will issue to the holders of EWS shares in exchange for all of their EWS shares, on a one-for-one basis, an aggregate of approximately 46,506,359 postconsolidation Buscando shares (assuming EWS raises the minimum proceeds under each of the interim financing and the concurrent financing).

In connection with the transaction, Buscando will also issue up to a total of approximately 4,256,857 replacement warrants, 600,000 options and convertible debentures in the aggregate amount of $491,473, in accordance with the terms of the amalgamation agreement, to the holders of common share purchase warrants of EWS, the holders of EWS stock options and the holders of EWS convertible debt, respectively, in exchange for any such convertible securities outstanding at the effective time of the transaction.

Certain securities issued in connection with the transaction will be subject to escrow requirements of the CSE, mutually agreed upon escrow conditions, and hold periods as required by the CSE and applicable securities laws.

Interim financing

In connection with the transaction, EWS will complete an interim financing of units at a price of 35 cents per unit for gross proceeds of not less than $350,000. Each unit issued pursuant to the interim financing will consist of one EWS share and one-half of one EWS warrant, where each whole interim financing EWS warrant will entitle the holder thereof to acquire one additional EWS share at a price of 50 cents per share for a period of 24 months from the date of issue. At the effective time, outstanding EWS shares will be exchanged for postconsolidation Buscando shares and outstanding interim financing EWS warrants will be exchanged for applicable postconsolidation replacement securities in accordance with the terms of the amalgamation agreement.

Concurrent financing

In connection with the transaction, EWS will complete a financing of subscription receipts for aggregate gross proceeds of no less than $2-million at a price of 50 cents per subscription receipt. Each subscription receipt will entitle the holder to receive one unit consisting of one EWS share and one-half of one EWS warrant, where each whole concurrent financing EWS warrant will entitle the holder thereof to acquire one additional EWS share at a price of $1 per share for a period of 24 months from the date of issue. The gross proceeds of the concurrent financing will be held in escrow pending the satisfaction or waiver of all conditions to the completion of the transaction and conditional listing approval of the CSE.

At the effective time, outstanding EWS shares will be exchanged for postconsolidation Buscando shares and outstanding concurrent financing EWS warrants will be exchanged for applicable postconsolidation replacement securities in accordance with the terms of the amalgamation agreement.

Directors and officers

Upon completion of the transaction, and subject to the approval of the CSE, the current directors and officers of the company will resign, with the exception of Kyler Hardy who will remain as a director of the resulting issuer. Kevin Hull will be appointed as president, chief executive officer and director of the resulting issuer. Brian Gusko will be appointed vice-president of finance and director. Abbey Abidye will be appointed as chief financial officer, corporate secretary and director. Dan Becher will also be appointed as a director.

About Buscando Resources Corp.

Buscando Resources is a mineral exploration company focused on the acquisition, exploration and development of copper properties in Canada. The company has an option to acquire a 100-per-cent interest in the Rupert property, which covers approximately 2,500 hectares on northern Vancouver Island, British Columbia.

About Emergent Waste Solutions Inc.

EWS is a British Columbia company with worldwide rights to deploy the world-leading advanced thermolysis system (ATS) technology. ATS is an innovative, secure, efficient and proven method for converting waste materials such as MSW (municipal solid waste), tires, plastics, biomass and livestock waste into marketable products, such as activated carbon, carbon black, biochar, biocoal, syngas and bio-oil.

We seek Safe Harbor.