Eagle Plains Announces Spin-off Transaction Update

CRANBROOK, BC / ACCESSWIRE / May 15, 2023 / Eagle Plains Resources Ltd. (TSX-V:EPL) ("EPL" or "Eagle Plains") is pleased to report that management has been notified by the principals of 1386884 B.C. Ltd. ("138") that 138 has successfully completed a private placement offering of subscription receipts for gross proceeds of approximately $3MM (the "Private Placement Financing").

As described in the management information circular dated March 17, 2023 ("Circular"), Eagle Royalties Ltd. ("ER" or "Eagle Royalties"), a subsidiary of Eagle Plains, plans to amalgamate with 138 (the "Amalgamation") as a part of a court approved plan of arrangement under section 193 of the Business Corporations Act (Alberta) ("Arrangement", together with the Amalgamation, "Transaction"). The Amalgamation will form the resulting issuer ("Resulting Issuer"), to be named Eagle Royalties Ltd. At the conclusion of the Transaction, all funds raised by 138 through the Private Placement Financing, less expenses, will be transferred to the Resulting Issuer. The Resulting Issuer will be well-funded and hold over 50 royalty assets throughout western Canada. Two key conditions to the completion of the Transaction are (i) the successful completion of the Private Placement Financing and (ii) the approval of the Canadian Securities Exchange ("CSE") of the listing of the shares of the Resulting Issuer ("Listing"). Details of the Transaction are available in the Circular, which has been filed on SEDAR.

An application for the Listing was conditionally approved ("Conditional Approval") on May 11, 2023 by the CSE. The Conditional Approval contains standard conditions for listing. Management expects to fulfil the listing conditions prior to the closing of the Transaction ("Closing").

Management expects the Closing to occur on or about Friday, May 19, 2023. Assuming the Closing occurs on May 19, 2023, registered shareholders of record of Eagle Plains as at the close of trading on May 18, 2023 ("Record Date for Share Exchange") will receive 1 ER share for every 3 EPL shares held, pursuant to the terms of the Arrangement.

Escrow Details: All Resulting Issuer shares issued to Eagle Plains and securityholders of EPL as a result of the Transaction and all Resulting Issuer shares issued in exchange for the initial seed shares of 138 (collectively, the "Escrow Shares") will be subject to a voluntary contractual escrow as follows: (i) 20% of the Escrow Shares shall be free trading on the date of ER's Listing and (ii) 20% of Escrow Shares are expected to be released every three months thereafter. As such, 100% of the Escrow Shares are expected to be free trading within 12 months from ER's public listing. In addition, CSE will impose statutory escrow restrictions on the insiders of the Resulting Issuer.