WINNIPEG, MB – Bird River Resources Inc. (“Bird River” or the “Company“) (CSE:BDR) and Faraday Energy Inc. (“FEI“), a corporation existing under the laws of the Province of Quebec, are pleased to announce that further to their joint press releases dated May 27, 2021 and August 10, 2021, they have agreed to extend the expiration date of their non-binding letter of intent dated May 26, 2021 and as amended on September 28, 2021 (the “Letter of Intent“) to October 31, 2021. The Letter of Intent outlines the proposed terms and conditions pursuant to which Bird River and FEI will effect a business combination that will result in a reverse takeover of Bird River by the shareholders of FEI (the “Proposed Transaction“).
Martin Dallaire, Founder, Chairman and Chief Executive Officer of FEI commented “This transaction with Bird River will allow FEI to continue to grow its existing portfolio of hydro-electric power plants. FEI is actively screening potential acquisitions in Canada. It will also allow FEI to build its portfolio of new innovative technologies targeted at the Canadian and international power sectors. Our experienced management and tech team has decades of knowledge and resources in the renewable energy industry, and now with the business combination with Bird River, FEI will have the financial flexibility to fulfill its Strategic Plan”.
Jon Bridgman, Chief Executive Officer of Bird River commented “Our transaction with FEI will bring our shareholders immense value. FEI is a cash flow positive company, with a proven track record, and has a strong working partnership with Hydro-Quebec with over the past 27 years.”
In connection with the Proposed Transaction Bird River intends to complete a private placement of common shares to raise aggregate gross proceeds of $3,500,000 at a price of 25 cents ($0.25) per common share (the “Offering“). Certain finders fees will be payable on closing of the Offering.
Upon signing of a definitive agreement in respect to the Proposed Transaction on or before October 31, 2021 (the “Definitive Agreement“), the Company and FEI will disclose the terms and conditions of the Agreement by way of news release.
Management of the Resulting Issuer
Upon closing of the Proposed Transaction, all of Bird River’s current directors and executive officers will resign and be replaced by nominees of FEI, all in a manner that complies with the requirements of governing regulatory bodies and applicable securities and corporate laws.
Details of insiders and proposed directors and officers of the resulting issuer will be disclosed in a further news release.
The completion of the Proposed Transaction is subject to a number of conditions, including but not limited to the following:
- the execution of the Definitive Agreement;
- completion of satisfactory due diligence;
- completion of the Offering;
- the conditional approval to the listing of the shares of the resulting issuer on the Canadian Securities Exchange (the “CSE>”); and
- receipt of all required regulatory, corporate and third-party approvals, including approvals by the CSE, applicable governmental authorities, and the fulfilment of all applicable regulatory requirements and conditions necessary to complete the Proposed Transaction.
About Faraday Energy Inc.
FEI is a private Quebec corporation which conducts its operations through two wholly owned subsidiaries, Hydro-Abitibi Inc. and Renewable Energy Abitibi Inc. (the “Subsidiaries“). The Subsidiaries operate two hydro-electric power plants, Centrale Hydro-Électrique La Sarre 1 (1,050 KWh) and Centrale Hydro-Électrique La Sarre 2 (2x 400KWh) (the “Power Plants“). The Power Plants have a combined output of approximately 1,850 KWh, and are located on the La Sarre River, approximately 75 km north of Rouyn-Noranda, Quebec, and 700 km north of Toronto, Ontario.
About Bird River Resources Inc.
Established in 1958, Bird River is a Winnipeg, Manitoba based diversified resource company which currently holds a net royalty smelter interest in a platinum palladium property in the Bird River Sill area of northeastern Manitoba near the Ontario border. The Company formerly owned investment interests in the oil and gas industry in Alberta and Manitoba which were recently sold. Management and the board of directors have been reviewing new business opportunities. Additional information on the Company is available at www.SEDAR.com.