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BCP.P

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Share Name Share Symbol Market Type
TSXV:BCP.P TSX Venture Common Stock
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Broome Capital Signs Letter of Intent for Proposed Qualifying Transaction Acquiring Minahasa Gold Property

07/02/2013 9:07pm

Marketwired Canada


Broome Capital Inc. (the "Company") (TSX VENTURE:BCP.P), a capital pool company
pursuant to Policy 2.4 of the TSX Venture Exchange (the "TSX-V"), is pleased to
announce that it has entered into a binding letter of intent dated January 14,
2013 to complete a business combination (the "Transaction") with three private
Indonesian holding companies: PT Forel Mega Mineral ("Forel"), PT Anak Indonesia
Mining ("Anak") and PT For El Shadai ("El Shadai" and collectively the "Minahasa
Group") by acquiring all of the issued and outstanding securities of the
Minahasa Group from their shareholders. The three companies in the Minahasa
Group are all private companies incorporated under the laws of Indonesia, and
collectively have the rights to acquire a 100% interest in the Minahasa Gold
Project located in Northern Sulawesi, Indonesia. Upon completion of the
Transaction, the combined entity will be listed as a Tier 2 mining issuer on the
TSX Venture Exchange, carrying on the business of the Minahasa Group, which is
the further exploration and development of the Minahasa Gold Project and
acquisition and development of further exploration projects in Indonesia.


Transaction Summary

The Transaction will be effected by the Company issuing not greater than
12,500,000 common shares to shareholders of the Minahasa Group, which will
result in the three companies in the Minahasa Group becoming wholly-owned
subsidiaries of the Company (the Company after the Transaction being referred to
herein as the "Resulting Issuer"). It is currently anticipated that 12,500,000
common shares will be issued at a deemed price of $0.20 per security for an
aggregate purchase price of $2.5 million. 


The Transaction is an arm's length transaction. 

The Company currently has 11,400,000 common shares issued and outstanding, as
well as 840,000 Incentive Stock options and 300,000 brokers warrants to acquire
common shares at $0.10 per share. 


Following the completion of the Transaction (based on the outstanding share
capital of each of the Company and each company in the Minahasa Group as of the
date hereof,), and the completion of a concurrent financing of 10,000,000 shares
at $0.20 per share, the issuance of 187,500 shares to Evans & Evans as a
finder's fee, the issuance of 125,000 shares to Mr. In Suk Chung as a finder's
fee, and the issuance of 300,000 shares to Canaccord Genuity as a Corporate
Finance Fee approximately 34,512,000 common shares of the Resulting Issuer would
be issued and outstanding. Broome Capital shareholders will hold common shares
representing approximately 33.03% of the outstanding common shares of the
Resulting Issuer following the completion of the Transaction and the concurrent
financing on an undiluted basis.


The proposed Transaction is subject to a number of terms and conditions,
including the entering into by the parties of a definitive agreement with
respect to the Transaction (such agreement to include representations,
warranties, conditions and covenants typical for a transaction of this nature),
the completion of satisfactory due diligence investigations, the approval of the
directors of each of the Company and of each company in the Minahasa Group, the
completion of a financing of the Company generating proceeds of $2 million from
the sale of securities, on terms to be determined, at a price of $0.20 per
security and the approval of the TSX-V and other applicable regulatory
authorities.


The parties intend that the Resulting Issuer will be listed on the TSX-V as a
Tier 2 mining issuer following completion of the Transaction. Trading in the
common shares of the Company will remain halted pending the satisfaction of all
applicable requirements of the TSX-V. There can be no assurance that trading in
the common shares of the Company will resume prior to the completion of the
Transaction. Further details concerning the Transaction, the Minahasa Group
(including additional financial information and technical information respecting
the Minahasa Gold Project) and other matters will be announced if and when a
definitive agreement is reached.


Information Concerning the Minahasa Group

The Minahasa Group is comprised of three companies organized and existing under
the laws of Indonesia. The Minahasa Group in turn jointly holds 100% interest in
seven (7) exploration permits in the Minahasa region of Northern Sulawesi,
Indonesia. El Shadai and Forel each hold 2 of the permits, with the final 3
permits held by Anak.


The Minahasa Group are related companies the shareholders of which are: Soebali
Sudjie, Setiawan Sudjie, Tjiebeng Sukajali, Vigielia Oral Christany Lumoindong,
and PT. Multi Mining Utama (MMU) a private Indonesian mining company. All of the
individual vendors are resident in Indonesia. The Minahasa Group holds an
unencumbered 100% interest in the Minahasa Gold Project.


Information Concerning the Minahasa Gold Project

The Minahasa Gold Project consists of seven exploration permits covering 13,641
hectares, located in the Minahasa Regency of northern Sulawesi island,
Indonesia, approximately 65 km south south-west of the regional city of Manado
and 2,400 km northeast of Jakarta. The general area is accessible by road with
the permit areas variously accessible by 4 wheel drive, and walking tracts. Most
of the permits were previously held by a subsidiary of Newmont Mining
Corporation. 


The geology of the Minahasa Gold project area consists of Miocene volcanic and
marine sediments and Pliocene to recent volcanic. The project area displays
vein, vein stockwork and contact-replacement style of low sulfidation epithermal
gold-silver-arsenic mineralisation, consistent with development distal to a
porphyry source. 


Mineralised quartz veins hosted in argillised volcanic rock and silicified
limestone were first discovered in the area in 1987 by Newmont during a first
pass reconnaissance program. 


The Minahasa Group has undertaken preliminary reconnaissance of the northern
part of their holdings. This has involved mapping and geochemical sampling. 


Gold has been mined in the broader region and artisan mining still occurs within
the exploration area.


A National Instrument 43-101 compliant technical report has been completed on
the Minahasa Gold project, which recommends additional exploration work and a
2nd phase drill program be completed. The report will be filed on the SEDAR
system in due course.


Selected Minahasa Group Financial Information

As of September 30, 2012, the Minahasa Group collectively had approximately US$
770 (approx. CDN$754) in cash and commitments of approximately US $281,000
(approx CDN$278,000) (unaudited).


Management and Board of Directors of Resulting Issuer

Three members of the board of directors and management of the Resulting Issuer
will be nominated by the Minahasa Group, with two members of the Company's board
remaining. The members of the Board of the Resulting Issuer will be determined
and announced as the Transaction progresses. 


Sponsorship and Concurrent Financing

Canaccord Genuity Corp., subject to completion of satisfactory due diligence,
has agreed to act as sponsor and financial advisor in connection with the
transaction. For acting as Sponsor, Canaccord will receive a work fee of
$35,000, plus a monthly work fee of $20,000 per month for two months. 


An agreement to sponsor should not be construed as any assurance with respect to
the merits of the transaction or the likelihood of completion.


Pursuant to the letter of intent, it is a condition of the completion of the
Transaction that the Company complete a financing generating up to $2 million at
a price of $0.20 (the "Financing"). Canaccord has also entered into a letter
agreement to assist Broome to complete the Financing on a best efforts basis,
with $1,500,000 of the financing to be raised through a "president's list".
Under the terms of the engagement, Canaccord will also have an over-allotment
option to place additional shares to raise up to a further $500,000. For its
services in respect to placees under the "president's list, Canaccord will be
entitled to receive a cash commission of 4% on gross proceeds from those placees
plus Brokers warrants exercisable for a period of 24 months from closing of the
Qualifying Transaction to acquire that number of common shares that is equal to
4% of the number of shares sold to the president's list. For placees not on the
"president's list" Canaccord will receive 8% cash commission and 8% in Broker's
warrants.


Canaccord will also receive 300,000 shares by way of a corporate finance fee
upon successful completion of the Financing, and a pro-rata additional number of
corporate finance fee shares if the over allotment option is exercised.


Finders' Fees

Upon completion of the Qualifying Transaction, a finder's fee is payable to (a)
Evans & Evans, Inc., in the amount of 3% of the value of the Transaction, which
is currently estimated to be $2,500,000, for a finder's fee of $75,000, payable
50% in cash and 50% in shares of the Resulting Issuer at a deemed price equal to
the Transaction deemed price and to (b) Mr. In Suk Chung in the amount of 2% of
the value of the Transaction for a finder's fee of $50,000, payable 50% in cash
and 50% in shares of the Resulting Issuer at a deemed price equal to the
Transaction deemed price.


Forward-looking statements

This news release contains certain "forward-looking statements" including, for
example, statements relating to the completion of the proposed Transaction, the
Resulting Issuer's anticipated share capital. Such forward-looking statements
involve risks and uncertainties, both known and unknown. The results or events
depicted in these forward-looking statements may differ materially from actual
results or events. In addition to other factors and assumptions which may be
identified herein, assumptions have been made regarding and are implicit in,
among other things: receipt of government and third party approvals in respect
of transferring assets, the state of the capital markets; tax issues associated
with doing business internationally, the ability of the Minahasa Group to
successfully manage the political and economic risks inherent in pursuing
business opportunities in Indonesia; and the ability of the Minahasa Group to
obtain qualified staff, equipment and services in a timely and cost efficient
manner to develop its business. Any forward-looking statement speaks only as of
the date of this news release and, except as may be required by applicable
securities laws, the Company and the Minahasa Group disclaim any intent or
obligation to update any forward-looking statement, whether as a result of new
information, future events or results or otherwise.


On behalf of the Board of Directors

Peter Hughes, President, Chief Executive Officer 

All information contained in this press release relating to the Minahasa Group
was provided by the Minahasa Group to the Company for inclusion herein. The
Company has not independently verified such information and shall bear no
liability for any misrepresentation contained therein.


Qualified Person Statement. 

Mr. Stephen Godfrey, BSc(Hons)(UNE), DipEd(QU), MAIG, MAusIMM, has reviewed the
portion of the technical content of this news release as it relates to the
Minahasa Gold project.


Completion of the transaction is subject to a number of conditions, including
but not limited to, exchange acceptance and if applicable pursuant to exchange
requirements, majority of the minority 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
a capital pool company should be considered highly speculative.


The TSX-V has in no way passed upon the merits of the proposed transaction and
has neither approved nor disapproved the contents of this press release.


FOR FURTHER INFORMATION PLEASE CONTACT: 
Broome Capital Inc.
Peter Hughes
President, Chief Executive Officer
(604) 802-7372

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