Calgary, Alberta–(Newsfile Corp. – December 18, 2023) – Petrox Resources Corp. (TSXV: PTC) (“Petrox”) announces that it has entered into a non-binding letter of intent (the “LOI”) dated December 14, 2023 to acquire all of the shares of M&L Renewable Technology International Ltd (“M&L”), a private Alberta corporation (the “Proposed Transaction”).
M&L is a private company incorporated under the laws of Alberta, Canada, on June 6, 2019. M&L, working alongside M&L Renewable Energy Group Ltd. (“MREG”), is pursuing the development of biochar production and power generation facilities. Initially, it plans to build a biochar facility with an annual production capacity of 3,650 tonnes (the “Biochar Plant”) and a 1.58 MW power generation facility (the “Power Facility”), if feasible, for a total estimated capital investment of $5,728,000 ($3,473,000 for the biochar facility and $2,255,000 for the power generation facility) in Edmonton, Alberta (the “Project”). M&L is arm’s length to Petrox. Th Corporation had been inactive until it was reorganized in September 2023 and has only recently commenced operations. The Corporation intends to provide a comprehensive press release with respect to the Proposed Transaction after due diligence has been completed. Financial information with respect to M&L will be provided in the comprehensive press release.
Petrox and MREG previously entered into a Memorandum of Understanding dated September 5, 2023 with respect to their mutual cooperation on a biochar project (the “MOU”), which was announced by Petrox in its press release dated September 7, 2023. M&L is the successor in interest to MREG with respect to the biochar project and now holds the rights to the biochar project. The MOU was terminated concurrently with the execution of the LOI.
In exchange for the shares of M&L, Petrox intends issue one post-Consolidation share in the share capital of Petrox at a deemed price of $0.10 per share for each share of M&L issued and outstanding at he closing of the Proposed Transaction contemplated herein (“Closing”) including any shares issued pursuant to the M&L Private Placement and the Concurrent Private Placement (see below). Assuming the maximum amounts are raised under the M&L Private Placement and the Concurrent Private Placement, Petrox will issue an aggregate of 63,750,000 Common Shares pursuant to the Proposed Transaction, for a total purchase price of up to $6,375,000.
