Stockwatch

International Bethlehem Mining Corp (2)
Symbol	IBC
Shares Issued	28,897,617
Recent Sedar+ Documents

International Bethlehem signs LOI to acquire InGreen

2023-12-29 10:26 ET - News Release

Subject: IBC.H - News for dissemination Word Document File: '\\swfile\EmailIn\20231229 071751 Attachment 2023 12 28 - ibc - ingreen - nr - loi - final.docx' Trading symbol: TSX-V NEX: IBC.H International Bethlehem Signs LOI to Acquire InGreen Systems Corp. Vancouver, Canada - December 29, 2023 - International Bethlehem Mining Corp. (the "Company") (TSX-V NEX: IBC.H) is pleased to announce that it has entered into a non-binding letter of intent ("LOI"), effective December 21, 2023, pursuant to which the Company has agreed to acquire all of the outstanding shares of InGreen Systems Corp. ("InGreen"), an arm's length company, incorporated in the Province of Alberta (the "Transaction"). Ingreen has developed prefabricated building technology that is more energy efficient, stronger, has a much faster build time, has zero waste, and costs less to build, than today's conventional building methods. Ingreen has completed many projects in Housing, Industrial, Commercial, Transitional winter tiny homes, and Mini storage systems. Terms of the LOI Under the terms of the LOI, the parties will endeavor to sign a definitive agreement (the "Definitive Agreement") by January 05, 2024. Upon execution of the Definitive Agreement and closing of the Transaction, it is anticipated that the Company will undergo a Change of Business, including a name and trading symbol change and its shares will be listed on the TSX Venture Exchange (the "Exchange") as a Tier 2 Industrial Issuer, subject to Exchange approval. The Company will pay a $5,400,000 share consideration to acquire InGreen, representing 27,000,000 post-consolidated shares of the Company at a price of $0.20 per common share. Consolidation, Name Change and Financing In connection with the Transaction, the Company intends to consolidate its issued and outstanding share capital (the "Consolidation") on the basis of one new common share for every ten outstanding common shares. The Consolidation remains subject to the approval of the TSX Venture Exchange NEX. The Company also intends to complete a non-brokered private placement (the "Financing") to raise up to $500,000 with each unit consisting of one post-consolidated share priced at $0.25 per share and one warrant exercisable at $0.50 good for 3 years. Proceeds of the Financing will be used to satisfy obligations under the Transaction and provide working capital to InGreen. Any working capital advanced to InGreen prior to the close of the Transaction will require Exchange approval. Closing of the Transaction remains subject to a number of conditions including, signing of the Definitive Agreement, finalization of due diligence, the completion of any necessary financing, the approval of the Exchange of the change of business and the satisfaction of other closing conditions customary in transactions of this nature. As the company is doing its due diligence on InGreen, there is a risk that the Transaction will not close. The Company also announces its purchase and sale agreement dated August 2nd, 2022, to acquire a 90% interest in the Clifford Gold Project has been terminated. The Company further confirms there are no outstanding liabilities or commitments regarding this terminated agreement. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the common shares of the Company is expected to remain halted pending completion of further filings with the TSX Venture Exchange. The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this news release. For further information, interested parties are encouraged to visit the Company's profile on SEDAR (www.sedar.com) or contact the Company by email at operations@evolvemgmt.net. On behalf of the Board of Directors of International Bethlehem Mining Corporation "Peter Berdusco" Peter Berdusco, President & CEO 1.877.844.4661 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 release. This news release contains statements about the Company's expectations regarding the completion of the Private Placement, the receipt of required regulatory approvals in connection therewith, and the Company's intend use of the net proceeds from the Private Placement, that are forward-looking in nature and, as a result, are subject to certain risks and uncertainties. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, undue reliance should not be placed on them as actual results may differ materially from the forward-looking statements and there can be no assurance that such expectations will prove to be correct. Factors that could cause the actual results to differ materially from those in forward-looking statements include failure to obtain regulatory approval for the resumption of trading. The forward-looking statements contained in this news release are made as of the date hereof, and the Company undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, except a required by applicable securities laws. The forward-looking statements contained in this news release are expressly qualified by this cautionary statement.