Raffles Financial Private Limited entered into a definitive share exchange agreement to acquire Explorex Resources Inc. (TSXV:EX) in a reverse merger transaction.
Upon completion of the transaction, it is presently intended that the Board of the resulting issuer will be comprised of representatives from Raffles Financial, with Charlie Nany Sing In as Director and Chairman, ChangSheng Victor' Liu as Director and Chief Executive Officer, Liying Abigail' Zhang as Director, Chun Kit' Chan as Director and Chief Financial Officer, and three independent directors; Mike Zhou as Director (who is presently a Director of Explorex), Harley Sinclair as Director and Darlene Edwards as Director. The Board will also comprise of Lily Ren and David Anthony Bruzzisi.
The completion of the transaction is subject to the satisfaction of various conditions including but not limited to the completion of a concurrent financing for up to CAD 20 million, approval by the directors and shareholders of Explorex in respect of the transaction, approval of the directors of Raffles, Explorex having completed the spin out and receipt of all requisite regulatory, CSE, court or governmental authorizations and third party approvals or consents. The Board of Directors of Explorex Resources has unanimously determined that the arrangement is fair and in the best interests of shareholders and recommended that the shareholders vote in favor of the transaction. Explorex expects to hold an annual general and special meeting of shareholders in late February 2020. The special meeting of Explorex Resources shareholders to approve the transaction will be held on March 9, 2020. On March 9, 2020, shareholders of Explorex Resources approved the transaction. The transaction is expected be completed on or before March 16, 2020. As of March 11, 2020, the transaction is expected to close on or around March 27, 2020. As of update dated March 23, 2020, the transaction is expected to be completed in the next two weeks. AST Trust Company (Canada) acted as the transfer agent for Explorex. Kathy Tang of Miller Thomson LLP acted as legal advisor for Explorex and Fang and Associates Barristers & Solicitors acted as legal advisor for Raffles. RwE Growth Partners, Inc. acted as fairness opinion provider for Explorex.