Pacific Arc Resources Announces Proposed Change of Business and Enters into Two Letters of Intent for Proposed Development of Oil and Gas Assets

Announces Non-brokered Private Placement of up to $5,000,000

VANCOUVER, BC, Nov. 24, 2023 /CNW/ - Pacific Arc Resources Ltd. (NEX: PAV.H) ("Pacific Arc" or the "Company") announces that that it has entered into two Letters of Intent ("LOI's") dated November 13, 2023 which contemplate the Company completing a change of business to an oil and gas issuer (the "Transaction"). One with Greenflame Resources Inc ("GRI"), whereby Pacific Arc will advance US$2,000,000 to acquire a direct 20% equity interest in the Production Sharing Contract ("PSC") held by GRI and New Horizons energy on the Parrylands Block E in Trinidad and Tobago. The PSC covers 744 acres within the Parrylands Block, there have been 110 wells drilled previously on the block and it is connected to port via an existing pipeline. The PSC is subject to a 16% royalty the license is held by production and is in good standing.

 The second LOI is with Kinghorn Operations Inc. ("KHO") whereby Pacific Arc will earn a 50% interest in an initial 5 well pilot program to test the Nordegg formation in certain lands controlled by KHO (the "Farm-in") upon Pacific Arc paying 100% of the actual costs of the pilot program. Pacific Arc will initially advance $750,000 to KHO prior to KHO commencing operations on the 5 well pilot program. It is estimated that the cost of the pilot project will be approximately $750,000. Upon payment of the $750,000.00 to KHO and upon payment of 100% of the Farmin costs for the 5 well pilot program PAV will earn a 50% ownership in the production spacing units in the land containing the 5 well pilot program. Further, as part of the Farm-in, the partners shall establish an Area of Mutual Interest "AMI" covering the Farm-in lands in the Clairmont Area in the Province of Alberta. As such, Pacific Arc intends to complete the Farm-in Agreement with KHO and an updated PSC.

The Transaction terms set out in the LOIs are non-binding, and the Transaction is subject to the parties successfully negotiating and entering into definitive agreements in respect of the Transaction

Proposed Private Placement

Pacific Arc intends to complete a non-brokered equity financing or financings for aggregate gross proceeds of $5,000,000 of units priced at a minimum price of $0.25. Each unit shall comprise one full common share and a 1/2 warrant, with each full warrant exercisable into a common share for 18 months from the closing of the financing at an exercise price of $0.40 per share. The use of proceeds will be to cover the above-mentioned transactions and provide general working capital as it seeks other opportunities within the sector.

Finders' fees may be payable in connection with the Offering in accordance with applicable securities laws and the policies of the TSX Venture Exchange ("TSXV").

About Pacific Arc Resources Inc.

Pacific Arc is a reporting issuer in the Provinces of British Columbia, Alberta, and Ontario incorporated under the BCBCA. The common shares of PAV are listed for trading on the TSXV NEX board under the symbol "PAV.H" .

About Greenflame Resources Inc

Greenflame Resources Inc is a private company incorporated under the Business Corporations Act (Alberta) (the "ABCA"), whose primary business is oil and gas exploration and development, principally via its holdings in Trinidad and Tobago via a Production Sharing Contract in partnership with New Horizons Energy. The Production Sharing Contract covers the " Parrylands Block E" project.

A Netherland Sewell and Associates Inc report dated December 31, 2022 estimates 1P reserves at 3.20MMBBL,2P reserves at 9.75MMBBLS and 3P reserves at 19.50MMBBLS, these reserves are for the 100% interest in the Production Sharing Contract for the Parrylands Block E project. The parties to the PSC intend to begin a multi phase EOR program to test and begin production in early 2024. The PSC covers 744 acres within the Parrylands Block E, there have been 110 wells drilled previously on the block and it is connected to port via an existing pipeline. The PSC is subject to a 16% royalty the license is held by production and is in good standing.

About Kinghorn Operations Inc

Kinghorn Operations Inc is a private company incorporated under the Business Corporations Act (Alberta) (the "ABCA") Kinghorn is an Operator in the Province of Alberta. Licensed by the Alberta Energy Regulator. ("AER").

Currently Kinghorn has operations in the Clair field located near Grand Prairie Alberta. Kinghorn is the Operator of approximately 21 wells in the Clair field covering approximately 4 sections of lands. Kinghorn has a $1.2 million dollar cash bond with the AER. The wells in the Clair field are all suspended Halfway oil producers with certain of the wells that can be optimized and re-completed in the Halfway, as stripper wells or completed for new oil and gas production in the Upper Halfway formation. The current focus for the Clair field is that approximately 10 of the wells have interpreted bypassed oil pay in the uphole Nordegg formation

Information Concerning the Proposed Transaction

Trading in Pacific Arc shares will remain halted pending the completion of the Transaction. Pacific Arc will provide further details in respect of the Transaction in due course by way of press release.

The Company does not intend to seek shareholder approval of the Transaction, as the Transaction is not a related party transaction within the meaning of MI 61-101 or the policies of the TSX-V and no other circumstances exist which may compromise the independence of the Company.  The Company is a NEX-listed issuer without active operations; the Company is not and will not be subject to a cease trade order and will not otherwise be suspended from trading on completion of the Transaction; and shareholder approval of any aspect of the Transaction is not required under applicable corporate laws or securities laws.

Sponsorship

The Company also intends to apply for a waiver from the requirement to obtain a Sponsor for the Transaction, however, there can be no assurance that a waiver will be obtained. If a waiver from the sponsorship requirement is not obtained, a sponsor will be identified at a later date. An agreement to act as sponsor in respect of the Transaction should not be construed as any assurance with respect to the merits of the Transaction or the likelihood of its completion.

Completion of the Transaction is subject to a number of conditions, including but not limited to, TSXV 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 neither approved nor disapproved the contents of this news release.

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 or accuracy of this release.

This news release does not constitute an offer to sell and is not a solicitation of an offer to buy any securities in the United States. The securities of the Company and B.C. Ltd. 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 unless pursuant to an exemption from such registration.

Cautionary Note Regarding Forward Looking Statements

This news release contains certain forward-looking statements, Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as "expects" or does not expect", "is expected", anticipates" or "does not anticipate" "plans", "estimates" or "intends" or stating that certain actions, events or results " may", "could", "would", "might" or "will" be taken, occur or be achieved) are not statements of historical fact and may be "forward-looking statements". Forward-looking statements are subject to a variety of risks and uncertainties which could cause actual events or results to materially differ from those reflected in the forward-looking statements.  These risks and uncertainties include, but are not limited to: the financial markets generally, the results of the due diligence investigations to be conducted by the Company, the ability of the Company to complete the Transaction or the Offering or obtain requisite TSXV acceptance and, if applicable, shareholder approvals. There can be no assurance that forward-looking statement will prove to be accurate, and actual results and future events could differ materially from those anticipate in such statements. The Company undertakes no obligation to update forward-looking statements if circumstances or management's estimates or opinions should change except as required by applicable securities laws. The reader is cautioned not to place undue reliance on forward-looking statements.

SOURCE Pacific Arc Resources Ltd.

John MacPhail, President, CEO & Director, Phone: [phone]