Vancouver, B.C. – January 03, 2022 - Highbank Resources Ltd, (TSX.V:HBK), (“Highbank” or the “Company”), updates shareholders of the change of business as announced August 10, 2021.
As previously disclosed, the Company has executed a non-binding letter of intent (LOI) with Integrous Energy Partners LLC, a private limited liability company formed in the State of Texas (“Integrous”) dated August 5, 2021, which sets for the general terms and conditions which allows the Company to acquire certain Petroleum and Natural Gas Rights that will result in Change of business pursuant to Policy 5.2 – Change of Business and Reverse Takeovers of the TSXV Exchange (the “Exchange”).
The Company and Integrous are now working on the ‘Definitive Agreement’ for filing and securing the necessary financing to proceed with further approvals.
The Proposed Transaction is an Arm’s Length Transaction pursuant to the policies of the Exchange. Prior to completion of the Proposed Transaction, the Company will hold a meeting of shareholders where they will be asked to approve the Change of Business, Change of Control as well as the Name Change.
As required by the policies of the Exchange, trading in the common shares of the Company has been halted. The trading halt will remain in place until the requirements set forth in Exchange Policy 5.2 have been met but may not resume until either the termination or completion of the Proposed Transaction.
Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable, disinterested shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of the Company should be considered highly speculative.
ON BEHALF OF THE BOARD OF DIRECTORS
"James H. Place"
James H. Place, CEO/President
Highbank Resources Ltd.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Cautionary Statement Regarding Forward-Looking Information
Certain information provided in this press release constitutes forward-looking statements and forward-looking information (together “forward-looking statements”) within the meaning of applicable securities laws. Specifically, and without limitation, this press release contains forward-looking statements relating to the Change of Business, the Concurrent Private Placement, the Name Change, and the timing of such transactions and Stria’s future plans. Forward‐looking statements are statements that relate to future, not past, events. In this context, forward-looking statements often address expected future business and financial performance, and often contain words such as “anticipate”, “believe”, “forecast”, expect”, “plan”, “intend”, “estimate”, “propose”, “project”, “will” or similar words suggesting future outcomes. The Company cautions readers and prospective investors in the Company’s securities not to place undue reliance on forward‐looking information as, by its nature, it is based on current expectations regarding future events that involve a number of assumptions, inherent risks and uncertainties, which could cause actual results to differ materially from those anticipated by the Company. In respect of the forward-looking statements and information set out in this new release, the Company has provided such forward-looking statements and information in reliance on certain assumptions that it believes are reasonable at this time, including assumptions as to the process and timing for the Change of Business, the Name Change, the Concurrent Private Placement and related transactions. Forward-looking statements are subject to a number of known and unknown risks and uncertainties, many of which involve factors or circumstances that are beyond the Company’s control. A number of factors could cause actual results to differ materially from those anticipated by the Company, including but not limited to additional regulatory or legal approvals required for the Change of Business, the Name Change, the Concurrent Private Placement and related transactions, estimated future expenses of the Company, regulation of the Company’s business, the ability of the Company to raise capital, the ability of the Company to develop and market the water purification IP into a business, the state of the public markets, global economic and business conditions, and diversion of management time on the proposed transactions, among other things. The Company cautions readers that this list of risk factors is not exhaustive and that should certain risks or uncertainties materialize, or should underlying estimates or assumptions prove incorrect, actual events, performance and results may vary significantly from those expected. There can be no assurance that the actual results, performance, events or activities anticipated by the Company will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, the Company. Readers are urged to consider these factors carefully in evaluating forward-looking statements and are cautioned not to place undue reliance on any forward-looking statements. The forward-looking statements are made as of the date hereof, and the Company disclaims any obligation to update any such factors or to publicly announce the result of any revisions to any of the forward-looking statements contained herein to reflect future results, events or developments.