Renewable Geo Resources Ltd. ("RGRL") entered into a non-binding letter of intent to acquire FluroTech Ltd. (TSXV:TEST) in a reverse merger transaction on April 14, 2023. Following the Transaction and the RGRL private placement, the Resulting Issuer will have approximately 265,915,238 common shares issued and outstanding, of which the shareholders of FluroTech will hold approximately 3.89%, the shareholders of RGRL will hold approximately 81.07%, and the shareholders under the RGRL private placement will hold approximately 15.04% of the Resulting Issuer. In connection with the transaction, RGRL intends to complete a private placement of subscription receipts (or similar security) at an offering size and a price per subscription receipt to be determined by RGRL in the context of the market. The Definitive Agreement will contemplate a reciprocal break fee of CAD 100,000.

The board of directors of the Resulting Issuer on closing will be comprised of seven directors, of which five will be nominees of RGRL and two will be nominees of FluroTech. The officers of the Resulting Issuer will be nominees of RGRL. Completion of the Transaction is subject to the satisfaction of a number of customary conditions, including: (i) the negotiation and execution of the Definitive Agreement; (ii) completion of satisfactory due diligence by RGRL and FluroTech of the other Party; (iii) receipt of all required approvals and consents relating to the Transaction, including without limitation any approvals of the shareholders of RGRL; (iv) completion of the RGRL private placement; and (v) the TSXV?s approval for listing the shares of the Resulting Issuer. FluroTech shareholder approval is not required for the transaction.

Renewable Geo Resources Ltd. cancelled the acquisition of FluroTech Ltd. (TSXV:TEST) in a reverse merger transaction on October 6, 2023.