Carrie Arran Resources Inc. Announces Proposed Plan of Arrangement

Vancouver, British Columbia–(Newsfile Corp. – February 15, 2023) – Carrie Arran Resources Inc. (“Carrie” or the “Corporation“) is pleased to announce that it is has today entered into an Arrangement Agreement with its wholly-owned subsidiaries, Dorset Resources Ltd. (“Dorset“) and Bemaba Resources Ltd. (“Bemaba“) to: (i) transfer its ownership and rights in the Tesla copper-zinc-nickel-cobalt property (the “Tesla Project“) into Dorset, (ii) transfer its ownership and rights in the Bohan zinc-lead property (the “Bohan Project“) into Bemaba, and (iii) spin-out all of the securities of Dorset and Bemaba to Carrie’s shareholders on a pro rata basis, all through a Plan of Arrangement under section 192 of the Canada Business Corporations Act (the “Arrangement“).

The Arrangement will result in each of Dorset and Bemaba becoming separate unlisted reporting issuers, allowing them to each focus on the development of the Tesla Project and Bohan Project, respectively. Carrie acquired the Tesla Project on June 1, 2022. The Tesla Project comprises approximately 349 hectares located 70 kilometers north of the village of Kaslo, B.C. Upon completion of the Arrangement, Dorset will hold a 100% interest in the Tesla Project. Carrie acquired the Bohan Project on August 8, 2022. The Bohan Project comprises 211 hectares in southcentral British Columbia, approximately 20 km northeast of Creston, in southeastern British Columbia. Upon completion of the Arrangement, Bemaba will hold a 100% interest in the Bohan Project.

Dorset and Bemaba also intend to each complete a private placement financing of up to 10,000,000 common shares at a price of $0.015 per share for aggregate gross proceeds of $150,000 to each of Dorset and Bemaba. Dorset and Bemaba intend to use the proceeds from the financings to carry out an initial work program for the Tesla Project and Bohan Project, respectively, and to cover anticipated near term general and administrative expenditures. The financings are expected to close shortly after the effective date of the Arrangement, and Dorset and Bemaba expect that several insiders of Carrie will participate in the financings.

Upon completion of the Arrangement, Dorset and Bemaba will not be listed on a public stock exchange but will both be reporting issuers in Alberta, British Columbia and Ontario. Upon completion of the Arrangement, Carrie Shareholders will continue to participate in the potential growth of the early staged Tesla Project and Bohan Project while Carrie continues to actively seek more advanced assets or business opportunities. Carrie will remain a reporting issuer in Alberta, British Columbia and Ontario.

The Transaction

The Arrangement will include a transfer of the Tesla Project to Dorset, a transfer of the Bohan Project to Bemaba, and then a distribution of all of the Dorset common shares (“Dorset Shares“) and all of the Bemaba common shares (“Bemaba Shares“) to the holders (the “Carrie Shareholders“) of Carrie common shares (“Carrie Shares“) on a pro rata basis.

Carrie Shareholders will be entitled to receive 0.10 Dorset Shares, 0.10 Bemaba Shares and one new Carrie common share with substantially the same terms as the existing Carrie common shares for each Carrie Share held as of the effective date of the Arrangement (the “Effective Date“), expected to be on or about April 7, 2023. There will be no change in number or proportion of the shareholders’ holdings in Carrie as a result of the Arrangement.

The Dorset and Bemaba board of directors will each be comprised of three directors: Sandra Lee, George McBride, and Richard Graham (a current director of Carrie). Richard Graham will also act as CEO, John Downes (the current Carrie CFO) will act as CFO, and Sandra Lee (the current Carrie Corporate Secretary) will act as Corporate Secretary of both Dorset and Bemaba. Additions to the Dorset and Bemaba management teams will be made as needed as the Tesla Project and Bohan Project, respectively, progress.

Approvals

Carrie will apply for an interim order from the Ontario Superior Court of Justice on or about February 17, 2023, authorizing Carrie to call a shareholder meeting to approve the Arrangement.

The Arrangement will be subject to court approval, as well as approval by not less than two-thirds of the votes cast at the special meeting (the “Meeting“) of the Carrie Shareholders, to be scheduled for March 28, 2023. The record date for the Meeting has been set as February 21, 2023.

The Arrangement is anticipated to be completed in early April 2023 subject to receipt of required shareholder, court and other approvals and satisfaction of other closing conditions. Full details of the Arrangement will be contained in the management information circular (“Circular“) to be issued in connection with the Meeting, which will be mailed to Carrie Shareholders in advance of the Meeting following receipt of the interim order. Carrie Shareholders are cautioned that there can be no assurance that the Arrangement will be completed on the terms described in the Circular or at all.

All scientific and technical information in this news release has been prepared under the supervision of Richard Graham, P. Geol, a “qualified person” within the meaning of National Instrument 43-101 – Standards of Disclosure for Mineral Projects. 

Cautionary Note Regarding Forward-Looking Statements

Certain of the statements made and information contained herein is “Forward-looking information” within the meaning of applicable securities laws, including statements concerning our plans, future financings and operations, and the timing and completion of any acquisition or future business opportunities. More particularly, such forward-looking information may include statements with respect to: (i) the completion of the Arrangement and the Effective Date, (ii) the date of the hearing of the Ontario Superior Court of Justice and the Meeting, (iii) the completion of the private placement financings of Dorset and Bemaba and (iv) the anticipated benefits of the Plan of Arrangement. Such forward-looking information involves known and unknown risks, uncertainties, and other factors which may cause the actual results, performance or achievements of the Corporation, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking information. Forward-looking information is subject to a variety of risks and uncertainties that could cause actual events or results to differ from those reflected in the forward- looking information, including, without limitation, the approval of the special resolution of the Carrie Shareholders to approve the Arrangement, the approval of the Arrangement by the Ontario Superior Court of Justice, the receipt of the required governmental and regulatory approvals and consents, general economic, market and business conditions, including in light of the COVID-19 pandemic, changes in national and local government legislation or regulations regarding environmental factors, taxation or foreign investment; political or economic instability; terrorism; inflation; changes in currency exchange rates; fluctuations in commodity prices; dependency on equity market financings to fund operations; and other risks and uncertainties, including those described in each management’s discussion and analysis released by the Corporation. In addition, forward-looking information is based on various assumptions. Should one or more of these risks and uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in forward-looking statements. Accordingly, readers are advised not to place undue reliance on forward-looking statements, which speak only as of the date they are made. Except as required under applicable securities legislation, the Corporation undertakes no obligation to publicly update or revise forward-looking information, whether as a result of new information, future events or otherwise.

For Further Information:

Richard A. Graham
Director
Telephone: (604) 488-8717

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

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