/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES./
CALGARY, AB, March 23, 2022 /CNW/ - RocketFrac Services Ltd. ("RocketFrac Cleantech" or "the Company"), an innovative cleantech energy services company, is pleased to announce that it has signed a non-binding letter of intent dated March 16, 2022 (the "LOI") with Pacific Arc Resources Ltd. ("Pacific Arc"), a corporation listed on the NEX Board of the TSXV Venture Exchange, with respect to a potential "reverse takeover" transaction, pursuant to which Pacific Arc intends to acquire all of the issued and outstanding securities of the Company (the "Proposed Transaction").
Completion of the Proposed Transaction is subject to customary terms and conditions as set forth in the LOI including, but not limited to: the satisfactory completion of due diligence; the successful negotiation and execution of a definitive agreement for the Proposed Transaction (the "Definitive Agreement"); shareholder and applicable stock exchange approvals, the performance of any closing conditions; and other conditions typical for similar transactions.
In connection with the signing of the LOI, trading in the common shares of Pacific Arc have halted from trading. Trading is expected to remain halted until, at the earliest, the completion or termination of the Proposed Transaction.
The proposed terms of the Proposed Transaction are subject to change as due diligence and negotiations progress between the parties. A comprehensive press release with further particulars relating to the Proposed Transaction will follow in accordance with the policies of the TSX Venture Exchange. There is no assurance that the Proposed Transaction will be completed as proposed or at all.
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 Pacific Arc should be considered highly speculative. The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this news release.
About RocketFrac Cleantech
RocketFrac Cleantech is an innovative energy service company developing technologies to boost reservoir production with a lower environmental footprint. By eliminating the need to use fresh water in the fracking process, RocketFrac Cleantech's patent-pending proprietary technology conserves this precious resource, while lowering greenhouse gas emissions, and improving operational efficiency. This pioneering approach respects Environment, Social and Governance (ESG) commitments, while contributing to critical energy independence needs around the world.
Founded in 2017, RocketFrac Cleantech is guided by experienced energy sector experts. Leadership includes CEO Tom Whalen, former President and Managing Director of Baker Hughes Canada, CTO Pavan Elapavuluri, formerly of Schlumberger, and The Honorable Ronald R. Spoehel, Chairman, formerly of NASA.
Not for distribution to United States newswire services or for dissemination in the United States. This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the 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 "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
Cautionary Notes
This press release includes statements containing forward-looking information that reflect the current views and/or expectations of management of RocketFrac Cleantech with respect to performance, business and future events, including but not limited to express or implied statements and assumptions regarding statements with respect to the terms of the Proposed Transaction, the execution of a Definitive Agreement for the Proposed Transaction and the terms thereof, required approvals to be obtained, the issuance of a comprehensive news release, among others. Forward-looking information is based on the current expectations, beliefs, assumptions, estimates and forecasts about the business and the industry and markets in which RocketFrac Cleantech operates. Statements containing forward-looking information are not guarantees of future performance and involve risks, uncertainties and assumptions, which are difficult to predict and which are outside of RocketFrac Cleantech's control. Actual results may differ, and may differ materially, from those projected in the forward-looking information. Accordingly, readers should not place undue reliance on forward-looking statements and information herein, which are qualified in their entirety by this cautionary statement. The forward-looking information contained in this press release is provided as of the date of this press release, and RocketFrac Cleantech does not undertake any obligation to release publicly any revisions for updating any forward-looking statements made herein, except as required by applicable securities laws.
SOURCE RocketFrac Cleantech
For further information: Mike Bowerman - Director of Communications, +1 (403) 461.6079, [email protected]; Tom Whalen - President and CEO, +1 (403) 615.7829, [email protected]
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