1287390 BC Ltd. and NiCAN Limited announced the preliminary approval of the business combination transaction.

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TORONTO, ONTARIO–(The News File Corporation – July 20, 2022) – 1287390 BC (“390“) and NiCAN Limited (“Nikan“) The parties are pleased to announce that they have received the conditional confirmation from the TSX Venture Exchange (from”).TSXV“) for previously recognized business combination transactions (the “Marketing“) pursuant to TSXV Policy 5.2, 390 and Nikan will, among other things, be merged and continue as one corporation (the “Resultant“) according to the provisions Business Corporations Act (Ontario)

The transaction remains subject to final approval by the TSXV and the satisfaction of customary closing conditions for a transaction of this nature. The Resulting Issuer will continue under the name “NiCAN Limited” upon completion of the transaction and the Resulting Issuer’s common shares are expected to begin trading on the TSXV under the symbol “NICN”. The transaction is expected to close on or about July 25, 2022.

Until the 390’s press release on April 8, 2022, the net proceeds from a non-brokered private placement of Nikkan (the “Finance at the same time“) of (i) 8,177,500 non-current subscription receipts (of “HD subscription receipts“) per HD Subscription Receipt at $0.40, and (ii) 6,305,946 Subscription Receipts (the “FT subscription receipts“) at $0.45 per FT Subscription Receipt (for total proceeds of $6,108,675.70) will be released from escrow prior to the closing of the transaction. In addition, each HD Subscription Receipt will convert into one common Nikon share and each FT Subscription Receipt will convert into one “flow-weighted” common Nikon share. It will change.

In connection with the transaction, 390 completed a private placement on July 18, 2022 whereby it issued 70,500 common shares in 390’s capital (“390 shares“) at $0.307 per 390 share for total proceeds of $21,643.50. Prior to the closing of the transaction, 390 shares per old 390 share for 0.728 per new 390 share basis and 390 will continue to Ontario. Pursuant to contract. Business Corporations Act (Ontario)

390 on July 19, 2022 submitted a statement of application (of “Application description“) with the TSXV and on SEDAR. Additional information about the transaction, Nikan, the vineyard assets and the one-time financing are available in the filing statement. Readers are encouraged to refer to the filing statement for full details of the transaction.

About NiCAN

Nikan Limited is a private mineral exploration company focused on high quality nickel-copper opportunities in stable regions on known mineral belts. Nikan is actively exploring two projects located in known mineral deposits in Manitoba, Canada: the Wine Property and the Pipi Project.

Contact Address:

1287390 BC

James Ward, director
416.897.2359
james@wardfinancial.ca

NiCAN Limited

Brad Humphrey
President and CEO
Phone: 416.565.4007
info@NiCANLtd.com

Shaun Heinrichs
C.F. oh
Phone: 604.839.2788
sheinrichs@NiCANLtd.com

Completion of the transaction and the listing of the resulting issuer’s common shares on the TSXV is subject to a number of conditions, including but not limited to final TSXV acceptance. There can be no assurance that the transaction will be completed as intended or at all. Investors are cautioned that any information released or received in connection with the transaction may not be accurate or complete and should not be relied upon unless disclosed in the filing statement prepared in connection with the transaction. Trading in NiCAN and 390 securities should be considered highly speculative.

TSX VENTURE EXCHANGE INC. has in no way passed on the benefits of trading and has not approved or disapproved the contents of this news release.

Additional details of the transaction, including a listing of the resulting issuer’s common shares filed on the TSXV, will be included in subsequent news releases and disclosure documents filed on 390.

Cautionary Note Regarding Forward-Looking Statements

The information contained herein contains “forward-looking statements” within the meaning of applicable securities laws. Forward-looking statements include, but are not limited to: the terms and conditions of the transaction; The closing date of the transaction; satisfaction of escrow release conditions related to co-financing; Use of proceeds from equity financing; the ability of the parties to obtain final approval from the TSXV regarding the transaction; Future development plans; and the business and operations of the resulting issuer after the transaction. Forward-looking statements relate to information based on management’s estimates, projections of future results and estimates of amounts that cannot yet be determined. Any statements that describe forecasts, expectations, beliefs, plans, projections, objectives, estimates or future events or performance are not historical facts and may constitute “forward-looking statements.” Forward-looking statements are subject to various risks and uncertainties, which may cause actual events or results to differ materially from those reflected in the forward-looking statements, including, without limitation: risks associated with the inability to obtain adequate financing in a timely and acceptable manner; risks related to the outcome of legal proceedings; political and regulatory risks associated with mining and exploration; Risks associated with maintaining stock exchange listings; environmental and liability risks; the possibility of delays in exploration or development operations or the completion of feasibility studies; Uncertainty of profitability; risks and uncertainties related to the interpretation of drilling results, geology, level and continuity of mineral deposits; risks related to the inherent uncertainty of production and cost estimates and unexpected costs and expenses; The results of pre-feasibility and feasibility studies, and future exploration, development or mining results may not be consistent with Nikan’s expectations. Risks related to commodity price fluctuations; and other risks and uncertainties related to NiCAN’s prospects, assets and business in the 390’s Disclosure Document. If one or more of these risks and uncertainties or underlying assumptions prove incorrect, actual results could differ materially from those expressed in forward-looking statements. Investors are cautioned not to make inappropriate forward-looking statements. These forward-looking statements are made as of the date hereof and 390 and NiCAN undertake no obligation to update or revise them to reflect new events or circumstances. Actual events or results may differ materially from 390’s and Nikan’s expectations or projections.

Not for distribution to, or for distribution in, the United States by the United States news wire services.

To view the source of this press release, please visit https://www.newsfilecorp.com/release/131480.

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