Clinch Resources completes reverse takeover of Arrow

Executive Summary

• Clinch Resources Ltd. (formerly 1290439 B.C. Ltd.) completed a reverse takeover business combination with Arrow Resources Ltd., resulting in the company going public on the Toronto Stock Exchange (TSX) under the symbol CLCH.
• The transaction involved a share exchange and amalgamation, resulting in a total of 355,317,909 common shares issued and outstanding, with trading expected to commence on March 20, 2026.
• Concurrent with the transaction, the company raised approximately $46 million USD through a brokered private placement of subscription receipts and a non-brokered convertible note offering, with proceeds designated for the development of the ARI metallurgical coal project and general corporate purposes.

Key Details

• Transaction Structure: The company completed a reverse takeover via amalgamation and share exchange, acquiring all issued and outstanding securities of Arrow Resources Ltd.
• Share Count & Split: Prior to closing, the company executed a forward share split of 1.1811023622 new common shares for every one old common share. Post-transaction, there are 355,317,909 common shares issued and outstanding.
• Trading Information: Common shares are expected to commence trading on the TSX in Canadian dollars under the symbol CLCH on Friday, March 20, 2026.
• Concurrent Financing (Private Placement):
  • Issuer: 1406681 B.C. Ltd. (Finco).
  • Instrument: 15,668,844 subscription receipts.
  • Price: $1.80 (U.S.) per subscription receipt.
  • Gross Proceeds: $28,203,919 (U.S.).
  • Conversion: Each subscription receipt converted into one common share of Finco, subsequently exchanged for one common share of Clinch Resources.
  • Agents: Canaccord Genuity Corp., Odeon Capital Group LLC, and Jett Capital Advisors LLC.
  • Use of Proceeds: Development of the ARI metallurgical coal project, general and administrative expenses, and working capital.
• Convertible Note Offering:
  • Amount: $17,821,645 (U.S.) worth of convertible notes.
  • Terms: Three-year term, 9.5% interest per annum.
  • Conversion Price: $2.16 (U.S.) per common share.
  • Fees: Agents received a 1.5% cash fee and a 4.0% placement fee on gross proceeds. An advisory fee of 50,000 Finco shares (deemed price $1.80) was issued. A separate cash fee of ~$827,000 (U.S.) was paid to another placement agent.
• Management Changes:
  • CEO: Jon Nix.
  • CFO/Corporate Secretary: Brett Young.
  • EVP Investor Relations: Bobby Gaylor.
  • Board of Directors: Marc Marzotto (Chair), Jon Nix, Brett Young, General Russel Honore, Belinda Labatte, Jeff Wilson, and David Losito.
• Insider Holdings (Jon Nix):
  • Acquired beneficial ownership of 31,707,124 common shares (approx. 8.9% of issued shares; approx. 11.2% on a partially diluted basis).
  • Holds convertible securities exercisable for an additional 9,292,000 common shares.
• Outgoing Insiders:
  • L5 Capital Inc. and Jennifer Goldman saw their ownership diluted below 10% due to the transaction.
  • L5 Capital holds approx. 0.194% of shares.
  • Jennifer Goldman holds approx. 0.183% of shares.
• Operational Update: Subsidiary Active Resources Inc. is in final development of surface mine operations in West Virginia, expected to be in production in the first half of 2026. Previously producing underground mining sites are being restarted for expected production in the first half of 2026.
• Regulatory Filings: Annual Information Form (AIF) for the year ended Dec. 31, 2024, and audited consolidated financial statements for Arrow Resources Ltd. for years ended Dec. 31, 2024, 2023, and 2022, plus interim statements for the nine months ended Sept. 30, 2025, have been filed on SEDAR+.

Notable Quotes

• No direct quotes from the CEO or President were included in the provided text.