Raffles Financial Private Limited entered into a definitive share exchange agreement to acquire Explorex Resources Inc. (TSXV:EX) in a reverse merger transaction on December 20, 2019. As part of transaction, Explorex will consolidate its outstanding common shares on the basis of approximately 23.78 pre-consolidation Explorex shares for each one Explorex post-consolidation share or such other number of pre-consolidation Explorex common shares such that the consolidation results in 1.05 million post-consolidation Explorex shares outstanding immediately before closing. The shareholders of Raffles Financial will then be issued an aggregate of 45 million post-consolidation Explorex common shares at an exchange ratio of 450 Explorex shares for each one ordinary share of Raffles Financial held, with the former Raffles shareholders holding approximately 89.9% of the outstanding common shares. In a related transaction, Explorex will complete a plan of arrangement with its wholly-owned subsidiary, to be re-named EXCO Resource Inc. or such other name as may be selected and as acceptable to applicable regulatory authorities, whereby Explorex's current mineral exploration assets and a specified amount of cash will be spun out to EXCO and EXCO will apply to be listed on the Canadian Securities Exchange (CSE). Upon completion of the transaction, the resulting issuer will effect a name change to “Raffles Financial Group Limited”. Explorex also proposes to continue its corporate jurisdiction from British Columbia to the Cayman Islands.

Upon completion of the transaction, it is presently intended that the Board of the resulting issuer will be comprised of representatives from Raffles Financial, with Charlie Nany Sing In as Director and Chairman, ChangSheng ‘Victor' Liu as Director and Chief Executive Officer, Liying ‘Abigail' Zhang as Director, Chun ‘Kit' Chan as Director and Chief Financial Officer, and three independent directors; Mike Zhou as Director (who is presently a Director of Explorex), Harley Sinclair as Director and Darlene Edwards as Director. The Board will also comprise of Lily Ren and David Anthony Bruzzisi.

The completion of the transaction is subject to the satisfaction of various conditions including but not limited to the completion of a concurrent financing for up to CAD 20 million, approval by the directors and shareholders of Explorex in respect of the transaction, approval of the directors of Raffles, Explorex having completed the spin out and receipt of all requisite regulatory, CSE, court or governmental authorizations and third party approvals or consents. The Board of Directors of Explorex Resources has unanimously determined that the arrangement is fair and in the best interests of shareholders and recommended that the shareholders vote in favor of the transaction. Explorex expects to hold an annual general and special meeting of shareholders in late February 2020. The special meeting of Explorex Resources shareholders to approve the transaction will be held on March 9, 2020. On March 9, 2020, shareholders of Explorex Resources approved the transaction. The transaction is expected be completed on or before March 16, 2020. As of March 11, 2020, the transaction is expected to close on or around March 27, 2020. As of update dated March 23, 2020, the transaction is expected to be completed in the next two weeks. AST Trust Company (Canada) acted as the transfer agent for Explorex. Kathy Tang of Miller Thomson LLP acted as legal advisor for Explorex and Fang and Associates Barristers & Solicitors acted as legal advisor for Raffles. RwE Growth Partners, Inc. acted as fairness opinion provider for Explorex.

Raffles Financial Private Limited completed the acquisition of Explorex Resources Inc. (TSXV:EX) in a reverse merger transaction on April 29, 2020. As of April 28, 2020, Explorex Resources Inc. changed its name to Raffles Financial Group Limited.