Caribe Metals Corporation and 1344346 BC Ltd. announce the signing of a binding letter agreement

Not for distribution to United States news services or dissemination in the United States

TORONTO, ONTARIO, CANADA, July 20, 2022 /–1344346 BC Ltd. (“134 BC”) and Caribe Metals Corporation (“Caribe”) are pleased to announce that they have entered into a binding Letter of Agreement (the “Agreement”) which sets forth, in general terms, the terms and conditions that 134 BC and Caribe will combine their business activities, resulting in a reverse takeover (the “RTO”) of 134 BC by Caribe and its shareholders.

The Agreement provides that 134 BC and Caribe will enter into a business combination by way of arrangement, merger, share exchange or other similar structure (the “Transaction”) that will of Caribe a wholly owned subsidiary of 134 BC or will otherwise combine its corporate existence with that of 134 BC. The final structure of the Transaction is subject to receipt by the parties of tax, corporate and securities law advice and will be set forth in the final transaction documents which are expected to be executed in the near term. The issuer resulting from the transaction (the “Resulting Issuer”) will continue the day-to-day operations of Caribe.

Prior to the completion of the Transaction, the parties intend to complete a private placement of shares of Caribe (the “Concurrent Financing”) and to list the resulting issuer’s common shares on the TSX Venture Exchange. (the “TSXV”).

When a definitive agreement between 134 BC and Caribe is signed, 134 BC and Caribe will issue a subsequent press release containing details of the definitive agreement and additional terms of the transaction. The completion of the transaction and the proposed listing on the TSXV will be subject to a number of conditions, including, but not limited to, the completion of the concurrent financing, the receipt of all required approvals shareholders, regulators and others and the approval of the TSXV. There can be no assurance that the transaction, concurrent financing or listing on the TSXV will be completed as proposed or at all.

Around 134 BC

134 BC is a British Columbia corporation that is a reporting issuer under the securities laws of British Columbia. 134 BC has no physical assets and does not conduct any active business or transactions, other than identifying and evaluating acquisition opportunities to enable the company to acquire business or assets in order to conduct business operations.

About the Caribbean

Caribe is an Australian private company based in Sydney that has been operational in Cuba for 5 years. Caribe’s work focuses on two products, a Nickel-Cobalt-Rare Earths project and a Copper-Gold project. Work is now at the stage of confirming the resource for both projects and starting scoping studies on these projects when the aforementioned concurrent funding ends.

Further information

All information in this press release regarding 134 BC and Caribe has been provided by the respective party, for inclusion herein, without independent review by the other party, and each party and its directors and officers have relied upon the other party for any information. about the other party.

This press release does not constitute an offer to sell or a solicitation of an offer to buy securities in the United States. The Securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “United States Securities Act”) or any state securities law and may not be offered or sold in the United States or to US persons unless registered under United States securities law and applicable state securities laws or an exemption from such registration is available.

For more information, please contact:

1344346BC Ltd.
Binyomin Posen, Director
Email: [email protected]

Caribe Metals Corporation
Alan Doyle, Executive Chairman
Phone: 61-414-964869
Email: [email protected]

Forward-looking information

Certain statements and information contained herein, including all statements that are not historical facts, contain forward-looking statements and forward-looking information within the meaning of applicable securities laws. Such forward-looking statements or information include, but are not limited to, statements or information regarding: the terms and conditions of the transaction, the business and operations of Caribe and the resulting issuer; the completion and terms of the Concurrent Financing and the listing of the Common Shares of the Resulting Issuer on the TSXV. Often, but not always, forward-looking statements or information can be identified by the use of words such as “estimate”, “project”, “believe”, “anticipate”, “intend”, “expect to ”, “plan”, “predict”, “may” or “should” and the negative form of these words or such variations or comparable terminology are intended to identify forward-looking statements and information.

With respect to the forward-looking statements and information contained herein, 134 BC and Caribe have made numerous assumptions, including assumptions about the general business and economic conditions of Caribe and the market in which it operates. The foregoing list of assumptions is not exhaustive.

Although the management of 134 BC and Caribe believe that the assumptions made and the expectations represented by such statements or information are reasonable, there can be no assurance that the forward-looking statements or information contained herein will prove to be accurate. Forward-looking statements and information, by their nature, are based on assumptions and involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements, or industry results. , materially different from future results, performance or achievements. expressed or implied by such forward-looking statements or information. These factors include, but are not limited to: risks associated with concurrent funding; the risks associated with the negotiation of a definitive agreement and the receipt of all approvals required for the transaction and/or other ancillary transactions, including the approval of the shareholders of Caribe and 134 BC, and the TSXV; risks relating to Competing Financing; and other risk factors as detailed from time to time.

Readers should not place undue reliance on the forward-looking statements and information contained in this press release. 134 BC and Caribe undertake no obligation to update any forward-looking statements of beliefs, opinions, projections or other factors should they change, except as required by law. The statements contained in this press release are made as of the date of this press release.

Binyomin Posen
1344346BC Ltd.
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Luisa D. Fuller