Eagle Plains Announces the Signing of a Letter of Intent To Spin-Out Certain Royalty Assets

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[{"type":"text","content":"Eagle Plains Announces the Signing of a Letter of Intent To Spin-Out Certain Royalty AssetsCRANBROOK, BC / ACCESSWIRE / January 4, 2023 / Eagle Plains Resources Ltd. (TSXV:EPL) (\"EPL\" or \"Eagle Plains\") is pleased to announce that it has entered into a non-binding letter of intent with 1386884 BC Ltd. (\"138\") dated January 4th, 2023 whereby, among other things: (i) EPL plans to transfer a majority of its portfolio of royalty interests (the \"Royalties\") to its wholly-owned subsidiary, Eagle Royalties Ltd. (\"ER\" or \"Eagle Royalties\") in exchange for certain shares of Eagle Royalties (the \"Spin-out Shares\"); (ii) 138 intends to complete an initial seed round of financing and a second round of financing for gross proceeds of approximately $3,000,000 (the \"Private Placement Financing\"); and (ii) thereafter, 138 expects to amalgamate with ER on a one-for-one basis creating a resulting entity under the name \"Eagle Royalties Ltd.\" that will hold all of the Royalties (collectively, the \"Proposed Transaction\"). Concurrent with the completion of the Proposed Transaction, Eagle Royalties plans to apply for a public listing of its shares on the Canadian Securities Exchange (\"CSE\").Proposed Transaction - Certain Preliminary InformationSpin-Out Shares: In consideration for the transfer of the Royalties, ER plans to issue to EPL an aggregate of 42 million Spin-out Shares. Of the total Spin-out Shares, it is expected that approximately 5.5 million Spin-out Shares will be retained by EPL and the remaining approximately 36.5 million Spin-out Shares will be distributed to former EPL shareholders on a 1:3 basis;Private Placement Financing: 138 is an arm's length privately held company incorporated under the laws of the Province of British Columbia. 138 has completed an initial seed financing of approximately $100,000 and will complete a follow-on secondary financing raising gross proceeds of approximately $3 million through the issuance of common shares, units or subscription receipts, as the case may be;Transaction Structure: The Proposed Transaction will be structured following a review and consideration of applicable tax, securities, corporate law and other relevant considerations and will be subject to the mutual agreement of the parties;Escrow Details: The Spin-out Shares and the initial seed shares of 138 (the \"Escrow Sh...

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