1232123 B.C. Ltd. entered into a letter of intent to acquire Pacific Arc Resources Ltd. (TSXV:PAV.H) in a reverse merger transaction on April 2, 2020. Pursuant to the transaction, Pacific Arc Resources Ltd. will issue its shares to the shareholders of 1232123 B.C. Ltd. on a one-for-one basis. It is expected that before the effect of any proposed concurrent financing, the holders of shares of 1232123 B.C. Ltd. will hold approximately 89% of the resulting issuer's shares, with the remaining 11% held by shareholders of Pacific Arc Resources Ltd. Prior to, or concurrently with the closing of the transaction, Pacific Arc Resources Ltd. or 1232123 B.C. Ltd. will complete a private placement to raise gross proceeds of CAD 3.5 million, or such other amount as may be agreed by the parties, with a view to satisfying the minimum listing requirements of the TSX Venture Exchange (TSX-V) with respect to working capital requirements and public distribution applicable to the resulting issuer. Upon completion of the transaction, Pacific Arc Resources Ltd. intends to change its name to a new, as yet to be determined name. The parties expect that the TSX-V will assign a new trading symbol for the resulting issuer. As of February 5, 2021, as part of that Transaction, B.C. Ltd. - now named Faina Goldfields Inc. ("Faina") - would acquire certain mining assets in Brazil. Upon closing of the transaction, the Board of Directors of the resulting issuer shall consist of five members, including Bill Fisher and Chris Stewart. The remaining officers and board members will be selected in due course prior to the closing of the transaction. The transaction is subject to a number of conditions, including, but not limited to, the parties entering into a definitive agreement with respect to the transaction on or before June 30, 2020, with such agreement to include representations, warranties, conditions and covenants typical for a transaction of this nature, the completion of satisfactory due diligence investigations, completion of a technical report for the mining assets pursuant to NI 43-101 and the approval of the TSX-V and other applicable regulatory authorities. Shareholder approval is not required for the transaction. Pacific Arc Resources Ltd. and 1232123 B.C. Ltd. will work towards negotiating a definitive agreement by May 29, 2020. As of February 5, 2021, the parties expect to sign a definitive agreement in the next few weeks. 1232123 B.C. Ltd. cancelled the acquisition of Pacific Arc Resources Ltd. (TSXV:PAV.H) in a reverse merger transaction on June 1, 2021.