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Arcland Resources Inc
Symbol ADR
Shares Issued 12,929,335
Recent Sedar Documents

Arcland's SW Tech LOI expires; Posey appointed CEO

2021-05-14 21:21 ET - News Release

Subject: News Release for Arcland Resources Inc. Word Document File: '\\doc\emailin\20210514 181333 Attachment Arcland - News Release (May 14 2021).docx' - 2 - AC/7983076.1 Arcland Announces Results of Shareholders Meeting; Expiry of Letter of Intent for SW Tech Corp. Acquisition; Consolidation of Common Shares; Financing of up to $500,000 and Debt Settlement of up to $100,000; and Appointment of Edward Posey as the new CEO and Director Vancouver, British Columbia - (May 14, 2021) - Arcland Resources Inc. (the "Company" or "Arcland") (TSXV: ADR.H) is pleased to announce the results of its annual general and special meeting of shareholders held on May 14, 2021 (the "Meeting"). A total of 7,583,134 common shares of the Company (the "Common Shares") were voted, representing 58.65% of Arcland's issued and outstanding common shares. At the Meeting, shareholders overwhelmingly voted in favour of all proposed resolutions that consisted of the following: number of directors set at five; election of George Lian, Wendy Kaip, Robert Ferguson, David Mark and Xiufen (Jane) Liu as directors; appointment of DeVisser Gray LLP as Auditors of the Corporation for the ensuing year and authorizing the directors to fix their remuneration; adoption of the news articles of the Company; and approval of the stock option plan. Expiry of Letter of Intent for SW Tech Corp. Acquisition The non-binding letter of intent dated November 25, 2020 with SW Tech Corporation has now expired and is terminated pursuant to its terms as the parties were unable to enter into a definitive agreement before the deadline for doing so. As previously announced in Arcland's press release dated November 26, 2020, Arcland and SW Tech Corporation intended to complete a business combination, which will now no longer be proceeding. Consequently, Arcland is evaluating a number of potential opportunities to bring value to its shareholders and is actively pursuing alternative acquisition targets. Consolidation The Company will be consolidating all of its issued and outstanding Common Shares on the basis of 4:1, with each four (4) pre-consolidation Common Shares being consolidated into (1) post-consolidation Common Share (the "Consolidation"). The proposed Consolidation has been approved by the board of directors (the "Board"). The proposed Consolidation would result in the number of issued and outstanding Common Shares being reduced from the current outstanding 12,929,335 to approximately 3,232,333 Common Shares. The Company also has 500,000 outstanding incentive stock options, equal to 125,000 options on a post-Consolidation basis. The exercise price of the options will be proportionately adjusted to reflect the Consolidation in accordance with the terms thereof. Each shareholder's percentage ownership in the Company and proportional voting power remains unchanged after the Consolidation, except for minor changes and adjustments resulting from the treatment of any resulting fractional shares. No fractional shares will be issued as a result of the Consolidation. Any fractional shares resulting from the Consolidation will be rounded down to the next whole Common Share, and no cash consideration will be paid in respect of the fractional shares. The Board believes that the Consolidation will provide the Company with greater flexibility for the continued development of business and the growth of the Company, including financing arrangements. There is no change of business associated or being effected with respect of the Consolidation. Arcland will be obtaining a new set of CUSIP and ISIN numbers as a result of the Consolidation. The record date of the Consolidation will be May 14, 2021. The effective date of the Consolidation and the new CUSIP and ISIN numbers will be disclosed in a subsequent news release. Notwithstanding the foregoing, the Consolidation is subject to regulatory approval, and the Board may, at its discretion, determine to amend the terms or to not move forward with the Consolidation. Financing and Debt Settlement Arcland is pleased to announce a non-brokered equity financing of up to $500,000 at post-Consolidation price of $0.05 per Common Share (the "Financing"). The Company also intends to settle up to $100,000 of indebtedness owed to China Blue Capital Group ("China Blue"), a Cayman Islands company owned and controlled by Ms. Xiufen (Jane) Liu, who is an insider of the Company by virtue of owning 36.8% of the issued and outstanding common shares of the Company by issuing Common Shares at post-Consolidation price of $0.05 per Common Share (the "Debt Settlement"). There be no commissions or finders fees paid in respect of the Financing or Debt Settlement. The Company intends to use the net proceeds of the Financing for working capital and general corporate purposes. Any Common Shares issued under the Financing or Debt Settlement will be subject to a 4 month hold period from the date of issuance. The Financing and Debt Settlement are subject to regulatory approval, including approval of the TSX Venture Exchange. Subject to regulatory approval, the participation of Arcland's directors and officers, insiders such as China Blue, and other related parties in the Financing and Debt Settlement would be considered a "related party transaction" pursuant to Multilateral Instrument 61-101-Protection of Minority Security Holders in Special Transaction ("MI 61-101"). The Company is exempt from the requirements to obtain formal valuation and minority shareholder approval in connection with the insiders' participation in the Financing and Debt Settlement in reliance, respectively, on Section 5.5(b) of MI 61-101 as the Company is not listed on a "specified market" and on Section 5.7(1)(b) of MI 61-101 as a distribution of securities for cash not exceeding $2,500,000 which is approved by independent directors. Neither the Financing nor the Debt Settlement is expected to result in the creation of a new control person of the Company. To the Company's knowledge, there is no material information concerning the Company or its securities that has not been generally disclosed. Appointment of Edward Posey as the new CEO and Director The Company is pleased to further announce the appointment of Edward Posey as the new Chief Executive Officer and as an additional Director of Arcland appointed pursuant to a board of directors meeting held today, succeeding Mr. Yan Zhang as the out-going Chief Executive Officer of the Company. Mr. Posey has extensive experience in the mining industry as past President and Director of Lundin Mining Corporation (TSX: LUN) (1998-2005), past President and Chief Executive Officer and Director of Sirocco Mining Inc. (formerly Atacama Minerals Corp.) (2005-2009), and as former President of Cortex Mining & Exploration Company. Mr. Posey is a Professional Mining Geophysicist. In addition to continuing to as Chief Financial Officer and a Director of the Company, George Lian has also been appointed to hold the position of Corporate Secretary. Completion of the Consolidation is subject to a number of conditions, including but not limited to, TSXV acceptance. There can be no assurance that the Consolidation will be completed as proposed or at all. The TSX Venture Exchange Inc. has in no way passed on the merits of the proposed Consolidation and has neither approved nor disapproved the contents of this news release. 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. Cautionary Statement Regarding Forward-Looking Information This press release contains "forward-looking information" within the meaning of applicable Canadian securities legislation. Forward-looking information includes, without limitation, statements regarding the expected timing for completion of the transactions and components thereof, and the future plans or prospects of the Company. Generally, forward-looking information can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved". Forward-looking statements are necessarily based upon a number of assumptions that, while considered reasonable by management, are inherently subject to business, market and economic risks, uncertainties and contingencies that may cause actual results, performance or achievements to be materially different from those expressed or implied by forward-looking statements. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, 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 information. Other factors which could materially affect such forward- looking information are described in the risk factors in the Company's most recent annual management's discussion and analysis which is available on the Company's profile on SEDAR at www.sedar.com. The Company does not undertake to update any forward-looking information, except in accordance with applicable securities laws. For further information: George Lian CFO, Secretary and Director Telephone: 604-669-6168 Email: arclandresources@gmail.com NOT FOR DISTRIBUTION OR PUBLICATION IN THE UNITED STATES.

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