Pacific Arc Proposes Change of Business to Investment Issuer
Vancouver, BC / TheNewswire / February 5, 2018 - PACIFIC ARC RESOURCES LTD. (the “Company”) (TSXV-NEX: “PAV.H”) is pleased to announce a proposed change of its business from mineral exploration to an investment company (the " Proposed COB ") under the rules of the TSX Venture Exchange (the " TSXV ").
Under the new strategy, the Company will utilize its extensive industry contacts and internal expertise to build a portfolio of high-quality investments. Upon completion of the Proposed COB, the Company's primary focus will be to seek superior returns by making investments in equity, debt or other securities of publicly traded or private companies or other entities as well as direct ownership stakes in projects. Types of investments include common shares, preferred shares, warrants, royalties, convertible debentures, bridge loans, and other investment vehicles selected to create the best value and return for the shareholders while limiting downside risk.
The Company intends to complete a private placement of $11 million by issuing units in the capital of the Company. Full details of the funding will be announced when details become available.
In connection with the Proposed COB, the Company will adopt an investment policy (the " Investment Policy ") to govern its investment activities and investment strategy. The Investment Policy provides, among other things, that: (a) the Company's objective as an investment company is to enhance Shareholder value over the long term on a per share basis; (b) the Company will seek to accomplish this objective by making use of the experience, expertise and opportunity flow of its management and Board to opportunistically make investments in situations that the Company believes will provide superior returns over the long term; and (c) investments may include, without limitation, the acquisition of equity, debt or other securities of publicly traded or private companies or other entities, financing or distributions and the acquisition of all or part of one or more businesses, portfolios or other assets, in each case that the Company believes will enhance value for the shareholders over the long-term.
All investments considered by the Company will be subject to rigorous analysis and evaluation, and all major prospective investments and dispositions will be channeled through the investment committee of the board of directors of the Company.
Pursuant to TSXV Policy 5.2, shareholder approval is not required in connection with the Proposed COB as it is not a Related Party Transaction, the Company is without active operations, and the common shares of the Company will resume trading following the Proposed COB.
In connection with the Proposed COB, the management and board of directors of the Company is expected to be comprised of the following individuals:
John MacPhail – President, CEO and Director: Mr. MacPhail currently serves as CEO of I-5 Holdings Ltd a Canadian Company with assets in the US cannabis industry. As well he is a board member of East West Sciences and Woodbridge Ventures. Previously he was CEO of an independent Canadian investment dealer and has served on numerous industry advisory boards. As an investment banker he was responsible for advising and raising capital for numerous public and private companies.
Raphael Danon – Chief Financial Officer and Director: Mr. Danon is a member of the Chartered Professional Accountants of Canada (previously the Chartered Accountants of Canada) since 2003. Mr. Danon is founder, director, and president of ClearBlue Markets, a private company providing consulting and advisory services for the North American carbon markets. Mr. Danon brings senior executive experience in the public markets, serving as Chief Financial officer of NWT Uranium Corp. and Stratton Capital Corp., as well as sitting on the Board of Directors for Niger Uranium.
Neil Johnson – Director: Mr. Johnson is currently CEO of Duke Royalty (AIM:DUKE) the first UK listed royalty investment company. Previously he served as Co-Founder and CEO of Difference Capital Financial INC ( DCF:TSX). Prior to those appointments, he served as Managing Director, Head of Investment Banking ( Europe) at Canaccord Genuity Inc.Mr. Johnson achieved his CFA designation in 1997
Brock Daem- Director: Mr. Daem has over 13 years of experience in investment banking, merchant banking, and institutional sales in Canada. Mr. Daem began his career in institutional equity sales; leading initial public offerings and secondary private placements for micro-cap stocks in Vancouver and on Bay Street before transitioning into investment banking focused on various sectors. He previously served as VP Corporate Development for several reporting issuers and prior to that worked for TD Bank as a Manager of Credit
A copy of the Investment Policy will be posted on the Company's profile at www.sedar.com .
Sponsorship of the Proposed COB
Sponsorship of a "Change of Business" is required by the Exchange unless exempt therefrom in accordance with the Exchange's policies. Given the size and nature of the Proposed COB, the Company intends to apply for an exemption from the sponsorship requirements pursuant to the policies of the Exchange. If the exemption is not granted by the Exchange, the Company would be required to engage a sponsor.
Completion of the Proposed COB is subject to a number of conditions, including TSXV acceptance. The Proposed COB cannot close until TSXV's acceptance is obtained. There can be no assurance that the Proposed COB will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the Filing Statement in connection with the Proposed COB, any information released or received with respect to the Proposed COB may not be accurate or complete and should not be relied upon. Trading in the securities of the Company should be considered highly speculative.
The TSXV has in no way passed upon the merits of the Proposed COB and has neither approved nor disapproved the contents of this press release.
For further information, please contact:
John MacPhail, Director
Phone: (778) 688-7411
ON BEHALF OF THE BOARD OF DIRECTORS
s/ “John MacPhail”
John MacPhail , Director
Neither 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.
Caution concerning forward-looking information
This press release contains "forward-looking information" and "forward-looking statements" within the meaning of applicable securities laws, including statements regarding the future strategy of the Company and the possible approvals of matters by shareholders of the Company. This information and statements address future activities, events, plans, developments and projections. All statements, other than statements of historical fact, constitute forward-looking statements or forward-looking information. Such forward-looking information and statements are frequently identified by words such as "may", "will", "should", "anticipate", "plan", "expect", "believe", "estimate", "intend" and similar terminology, and reflect assumptions, estimates, opinions and analysis made by management in light of its experience, current conditions, expectations of future developments and other factors which it believes to be reasonable and relevant. Forward-looking information and statements involve known and unknown risks and uncertainties that may cause actual results, performance and achievements to differ materially from those expressed or implied by the forward-looking information and statements and, accordingly, undue reliance should not be placed thereon. Risks and uncertainties that may cause actual results to vary include, but are not limited to, failure by the Company to obtain shareholder approval of Proposed COB; failure to obtain regulatory approval of the Proposed COB; as well as other risks and uncertainties which are more fully described in our annual and quarterly Management's Discussion and Analysis and in other filings made by us with Canadian securities regulatory authorities and available at www.sedar.com . The Company disclaims any obligation to update or revise any forward-looking information or statements except as may be required by applicable law.
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