FluroTech Announces Proposed Business Combination with Renewable Geo Resources Ltd.


Calgary, Alberta–(Newsfile Corp. – April 18, 2023) – FluroTech Ltd. (TSXV: TEST) (OTCQB: FLURF) (“FluroTech” or the “Company“) is pleased to announce that it has entered into a non-binding letter of intent (“LOI“) dated April 14, 2023 to complete a business combination (the “Transaction“) with Renewable Geo Resources Ltd. (“RGRL“).

Trading of the FluroTech’s common shares has been halted in accordance with the policies of the TSX Venture Exchange (the “TSXV” or the “Exchange“) and will remain halted until such time as all required documentation in connection with the Transaction has been filed with and accepted by the TSXV and permission to resume trading has been obtained from the TSXV.

About Renewable Geo Resources Ltd.

RGRL is a renewable energy company pursuing renewable resource-based energy projects in the transitional energy industry. Specifically, RGRL identifies lithium reservoirs that can be exploited at scale for both extracting economic quantities of lithium while generating geothermal energy in tandem. Geothermal facilities enable producers to utilize renewable sources of energy to extract lithium in a sustainable and more environmentally-friendly way than various conventional sources of energy.

RGRL is an Alberta corporation formed in 2021 which has since secured over 140 square miles of strategic geothermal leases and over 260 square miles of metallic mineral permits/licences from the Government of Alberta which have been tested for brine fluid temperatures exceeding 165°C with flow rates to support up to 384 MW of uninterruptible emission free renewable energy. It is currently actively pursuing projects in the Hinton and Robb areas of Alberta, Canada, and is also reviewing other opportunities in other geographic locations.

As RGRL is currently focused on initial exploration and development, it is in a pre-revenue stage of growth. In addition to the leases, permits and licenses described above, RGRL currently has a relatively minor positive working capital balance, with available cash on hand exceeding accrued liabilities consisting of professional fees related to the Transaction. It has no long-term liabilities.

To learn more, visit: www.RGRL.ca.

About FluroTech (TSXV: TEST) (OTCQB: FLURF)

FluroTech is an Alberta corporation which was previously focused on commercializing fluorescence spectroscopy technology for testing in various industries. In May 2021, FluroTech expanded the functionality of its fluorescence spectroscopy technology to test for COVID-19, and in connection therewith, acquired a 100% interest in FluroTest Diagnostics Systems Ltd., a company focused on commercializing a Pandemic and Emerging Disease Defense Platform (“PEDDP“), initially targeting COVID-19.

FluroTech’s goal for the PEDDP was that it could have the ability to test, thousands of samples per hour for COVID-19 at the point of collection of the nasal sample and provide fast, accurate, secure results. However, due to declining rates of COVID-19 and the establishment of testing protocols by various governmental and commercial bodies, the demand for FluroTech’s PEDDP has significantly diminished making the further advancement of the PEDDP unprofitable for FluroTech.

As a result, FluroTech has decided to exit the pandemic and emerging disease industry immediately and halt any further expenditures on the development of the PEDDP. FluroTech is currently reviewing the strategic direction FluroTech will take.

To learn more, visit: www.FluroTech.com.

Terms of the Transaction

The final structure of the Transaction is subject to receipt of tax and securities law advice by each of the Company and RGRL and will be disclosed in a subsequent press release.

The Transaction is expected to be completed by way of three-cornered amalgamation under the laws of the Province of Alberta, whereby a newly created wholly-owned subsidiary of FluroTech (“Shellco“) will amalgamate with RGRL, with RGRL surviving as a wholly-owned subsidiary of Shellco. The publicly traded entity resulting from the Transaction is referred to as the “Resulting Issuer“.

Pursuant to the terms and conditions of the LOI, RGRL, FluroTech, and Shellco (each, a “Party“, and collectively, the “Parties“) have agreed to use commercially reasonable efforts and act in good faith to negotiate the terms and conditions of a definitive agreement (the “Definitive Agreement“) incorporating the principal terms of the Transaction as described in the LOI and this press release.

The Parties intend to enter into the Definitive Agreement on or before May 5, 2023, provided that either RGRL or FluroTech may terminate the LOI if it is not satisfied with the results of its due diligence investigations of the other Party prior to executing the Definitive Agreement. The LOI is intended as an expression of mutual intention of the Parties to proceed towards negotiating the Definitive Agreement, provided that there is no assurance that a Definitive Agreement will be successfully negotiated or entered into.

The Definitive Agreement will contemplate a reciprocal break fee of $100,000, payable in the event of customary circumstances to be detailed in the Definitive Agreement. No deposit, advance, or loan between the Company, Shellco, and RGRL is contemplated as part of the Transaction.

RGRL will call a meeting of its shareholders prior to the closing of the Transaction to obtain shareholder approval for the Transaction, together with other ancillary matters necessary to complete the Transaction. FluroTech shareholder approval is not required for the Transaction, however ancillary matters, such as a name change for the Resulting Issuer, management of the Resulting Issuer and other ancillary matters necessary to complete the Transaction will require the approval of FluroTech’s shareholders at a special meeting held prior to the closing of the Transaction.

Following the Transaction and the RGRL Financing, the Resulting Issuer will have approximately 265,915,238 common shares issued and outstanding, of which the shareholders of Shellco will hold approximately 3.89%, the shareholders of RGRL will hold approximately 81.07%, and the shareholders under the RGRL Financing (as defined below) will hold approximately 15.04% of the Resulting Issuer.

Conditions of the Transaction

Completion of the Transaction is subject to the satisfaction of a number of customary conditions, including: (i) the negotiation and execution of the Definitive Agreement; (ii) completion of satisfactory due diligence by RGRL and FluroTech of the other Party; (iii) receipt of all required approvals and consents relating to the Transaction, including without limitation any approvals of the shareholders of RGRL and FluroTech, as applicable and as required by the TSXV and under applicable corporate or securities laws; (iv) completion of the RGRL Financing; (v) the TSXV’s approval for listing the shares of the Resulting Issuer; and (vi) such other conditions to closing as may be customary for a transaction of the nature of the Transaction as may be identified by either Party during the course of its due diligence.

Concurrent Financing

In connection with the Transaction, RGRL intends to complete a private placement of subscription receipts (or similar security) at an offering size and a price per subscription receipt to be determined by RGRL in the context of the market (the “RGRL Financing“).

It is contemplated that the RGRL Financing will close prior to the closing of the Transaction. Further disclosure will be provided upon the successful negotiation of the RGRL Financing. There is no assurance that such negotiations will be concluded successfully.

The Resulting Issuer

On the closing date of the Transaction, Shellco shall change its name to such name as is directed by RGRL and acceptable to the applicable regulatory authorities, including the TSXV, which will be the name of the Resulting Issuer.

The Resulting Issuer will be involved in the mining exploration and production industry subsectors upon completion of the Transaction.

If the Transaction is completed, it is expected that the board of directors of the Resulting Issuer on closing will be comprised of seven (7) directors, of which five (5) will be nominees of RGRL and two (2) will be nominees of Shellco, subject to securities law requirements and the approval of the TSXV. In addition, it is anticipated that the officers of the Resulting Issuer shall be nominees of RGRL.

Information regarding the Principals and Insiders (as such terms are defined under the policies of the TSXV) of the Resulting Issuer will be disclosed in a subsequent press release.


FluroTech intends to make an application for exemption from the sponsorship requirements of the TSXV in connection with the Transaction; however, there is no assurance that the TSXV will exempt FluroTech from all or part of the applicable sponsorship requirements.

Arm’s Length Transaction

The LOI was negotiated at arm’s length, and none of the current directors or officers of RGRL hold any director or management position with FluroTech. The constitutes an Arm’s Length Transaction as defined under the policies of the TSXV.

Further Information

FluroTech, Shellco, and RGRL will provide further details in respect of the Transaction including a summary of the structure of the Transaction, the amount and type of consideration to be paid in connection with the Transaction, the professional biographies of the Principals and Insiders of the Resulting Issuer, additional financial information relating to FluroTech and RGRL, and the terms of the RGRL Financing in due course once available by way of press release.

All information contained in this press release with respect to FluroTech and RGRL was supplied by the Parties respectively, for inclusion herein, without independent review by the other Party, and each Party and its directors and officers have relied on the other Party for any information concerning the other Party.

Completion of the Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable, disinterested shareholder approval. The Transaction cannot close until all required shareholder approvals are obtained under TSXV policies, unless otherwise confirmed by the TSXV. 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 FluroTech should be considered highly speculative.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the Transaction and has neither approved nor disapproved the contents of this news release.

This press 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 or for the account or benefit of U.S. persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

Contact Information

Danny Dalla-Longa
Chief Executive Officer
[email protected]

FluroTech Ltd.
601, 256 Stewart Green SW
Calgary, AB T3H 3C8
[email protected]

Cautionary Statement Regarding Forward-Looking Information

This news release contains “forward-looking information” within the meaning of Canadian securities legislation. Forward-looking information generally refers to information about an issuer’s business, capital, or operations that is prospective in nature, and includes future-oriented financial information about the issuer’s prospective financial performance or financial position. Any statements that are contained in this press release that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements are often identified by terms such as “may”, “should”, “anticipate”, “would”, “will”, “estimates”, “believes”, “intends” “expects” and similar expressions which are intended to identify forward-looking statements. More particularly and without limitation, this press release contains forward-looking statements concerning the Transaction, the RGRL Financing, the expected composition of the board of directors of the Resulting Issuer, the completion and timing of the application to the TSXV in respect of the Transaction, the proposed structure by which the Transaction is to be completed, the ability of FluroTech and RGRL to meet the conditions of the Transaction in the required timeframes, obtaining the necessary exemptions and approvals from the TSXV or other regulatory bodies, including the business, name and function of the Resulting Issuer and certain financial information and forecasts.

The Company cautions that all forward-looking statements are inherently uncertain, and that actual performance may be affected by a number of material factors, assumptions and expectations, many of which are beyond the control of FluroTech and RGRL, including expectations and assumptions concerning FluroTech, RGRL, Shellco, and the Resulting Issuer, the Transaction, the negotiation of the Definitive Agreement on satisfactory terms, the timely receipt of all required shareholder, court and regulatory approvals (as applicable), including the acceptance of the TSXV, the satisfaction of other closing conditions in accordance with the terms of the Definitive Agreement, as well as other risks, uncertainties, and assumptions, including but not limited to assumptions regarding prevailing market conditions and general business, economic, competitive, political and social uncertainties to develop the forward-looking information in this news release. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. There can be no assurance that the Transaction will be completed in its entirety. Investors are cautioned that any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Such forward-looking statements, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this press release are expressly qualified by this cautionary statement.

The forward-looking statements contained in this press release are made as of the date of this press release, and FluroTech does not undertake any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by applicable securities laws.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy of this release.

Not for distribution to United States newswire services or for dissemination in the United States. Any failure to comply with this restriction may constitute a violation of U.S. securities laws.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/162920


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