Larose Ventures Enters Amalgamation Agreement to Acquire 1282454 B.C. Ltd.
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Larose Ventures Enters Amalgamation Agreement to Acquire 1282454 B.C. Ltd.

Monday, January 25, 2021 2:30 PM
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VANCOUVER, BC / ACCESSWIRE / January 25, 2021 / Larose Ventures Ltd. (the "Company" or "Larose"), announces that it has entered into a definitive amalgamation agreement (the "Amalgamation Agreement") dated effective January 22, 2021, pursuant to which it will amalgamate with 1282454 B.C. Ltd. ("1282454 BC").

1282454 BC is a private company incorporated under the laws of British Columbia and currently has 2,000,000 common shares issued and outstanding. 1282454 BC has $250,000 in working capital and is actively pursuing a number of investment opportunities. Larose currently has 24,930,500 common shares issued and outstanding and 2,490,000 stock options outstanding.

Pursuant to the terms of the Amalgamation Agreement, Larose and 1282454 BC will amalgamate and continue as one company ("Amalco") pursuant to the provisions of Section 269 of the Business Corporations Act (British Columbia) ("BCBCA"); all Larose common shares outstanding immediately prior to the Amalgamation, other than those held by any dissenting shareholders, will be exchanged for new Amalco Class A redeemable preferred shares on a one for one basis; all 1282454 BC common shares outstanding immediately prior to the Amalgamation will be exchanged for new Amalco common shares on a one for one basis; and all Larose stock options currently outstanding will be cancelled. It is the intention of Amalco to redeem the outstanding Class A redeemable preferred shares immediately following the Amalgamation, in accordance with their terms.

The completion of the Amalgamation is subject to certain conditions precedent, including, but not limited to dissenting shareholders of Larose not having exercised dissent rights in respect of more than 5% of the outstanding common shares of Larose.

The name of the amalgamated entity will be "Larose Ventures Ltd." and it will continue to subsist under the BCBCA.

Upon closing of the Amalgamation, all current directors and officers of Larose will resign, and the new board of directors and management of Amalco will be comprised of the following individuals:

Michael Lerner, President, Chief Executive Officer and Director

Mr. Lerner brings with him more than 20 years of experience in the natural resources market, starting as an institutional trader at CIBC and Wellington West, and then as a professional trader and financier focused on junior mining stocks at Dominick and Dominick. Since 2012, Mr. Lerner has become more involved in the operations of junior mining companies as an officer or director of public companies including Happy Creek Minerals, Jiminex Inc., Fairmont Resources Inc. and Navasota Resources Inc., among others, where he has helped to rehabilitate these companies.

Balu Gopalakrishnan, Chief Financial Officer

Mr. Gopalakrishnan is a Chartered Accountant with significant public company experience, including more than six years with XCEED Mortgage Corporation, where he gained significant experience preparing the company's annual and quarterly consolidated financial statements, Management Discussion and Analysis (MD&A) of for quarterly and annual regulatory filings in accordance with International Financial Reporting Standards.

Harvey McKenzie, Director

Mr. McKenzie holds a Bachelor of Science degree in Mathematics from the University of Toronto. He is a Life Member, CPA-CA (as defined by the granting authority, the Chartered Professional Accountants of Ontario) with more than 45 years of accounting experience, including seven years with an international public accounting firm. Mr. McKenzie's current principal occupation is the provision of consulting services primarily in financial reporting areas. Since June 2011, he has been the (part-time) CFO and Corporate Secretary of Ancornia Resources Corp. During the past ten years, Mr. McKenzie has served as CFO of several Canadian publicly listed exploration, development and producing mining companies. His public- company experience includes the TSX, TSXV, OTC and AIM, giving him a solid grasp of global reporting standards, IFRS and consolidation of reporting for worldwide entities.

Neil Novak, Director

Mr. Novak (Cambridge, Ontario) is a senior executive with four decades of experience in the junior resource and mining sector. Since graduating from University of Waterloo in 1977, he has been working as an exploration geologist in North and South America, Europe, Africa and Asia, providing management expertise in the role of senior officer for numerous junior resource companies. Mr. Novak was instrumental in several significant discoveries including 10 kimberlites in Ontario and a few in Quebec. At the 2010 Prospectors and Developers Convention in Toronto, Mr. Novak, along with four others, was awarded PDAC's Bill Dennis Prospector of the Year Award 2009 for his key role in the discovery the "Ring of Fire" exploration area with its numerous deposits of nickel, copper, zinc and chrome. Mr. Novak is a Professional Geoscientist (P.Geo.) registered with the Association of Professional Geoscientists of Ontario, a Fellow of the Geological Association of Canada (F.G.A.C.). Mr. Novak brings a wealth of expertise and experience to the team.

Completion of the Amalgamation remains subject to the approval of the shareholders of both companies. The Company has scheduled a meeting of its shareholders for February 16, 2021 for the purpose of approving the Amalgamation.

There can be no assurance that the Amalgamation will be completed as proposed or at all.

For more information, please contact the Company at 778-331-8505 or email: [email protected]

On Behalf of the Board of Directors of Larose Ventures Ltd.

Scott Ackerman

This news release includes forward-looking statements that are subject to risks and uncertainties. All statements within, other than statements of historical fact, are to be considered forward looking. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in forward-looking statements. Factors that could cause actual results to differ materially from those in forward-looking statements include market prices, continued availability of capital and financing, and general economic, market or business conditions. There can be no assurances that such statements will prove accurate and, therefore, readers are advised to rely on their own evaluation of such uncertainties. We do not assume any obligation to update any forward- looking statements.

SOURCE: Larose Ventures Ltd.

Larose Ventures Ltd.
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