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BUL.P Bullman Minerals, Inc.

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Share Name Share Symbol Market Type
Bullman Minerals, Inc. TSXV:BUL.P TSX Venture Common Stock
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 0 -

Bullman Signs Letter of Intent for Qualifying Transaction

27/10/2011 12:04am

Marketwired Canada


Bullman Ventures Inc. (TSX VENTURE:BUL.P) (the "Company") announces, further to
its news release dated August 25, 2011, that the letter of intent entered into
with Beijing Nange Huyang Investment Ltd. dated August 18, 2011 has been
terminated effective October 10, 2011.


Following the termination of the letter of intent with Beijing Nange Huyang
Investment Ltd., the Company is pleased to announce that it has signed a letter
of intent (the "Letter of Intent") with GOBI QAV Co., Ltd. (the "Vendor")
effective October 20, 2011 to acquire a 70% interest in the mineral interests
covered by Exploration Permit 15079X (the "Exploration Permit") in East Gobi
Province Mongolia (the "Interest") in consideration for the issuance of six
million common shares of the Company and USD$2,000,000 cash (the "Cash
Consideration"). The proposed acquisition of the Interest by the Company is
expected to constitute the Company's required Qualifying Transaction. The
proposed acquisition is not a Non-Arm's Length Qualifying Transaction as such
term is defined in Policy 2.4 of TSX Venture Exchange (the "TSXV").


The property (the "Property") covered by the Exploration Permit is located in
the deserts of southern Mongolia. It is approximately 80 km to the town of
Zamyn-Uud close to the Chinese border. It is in East Gobi province of Mongolia.
The Property covers 108 km(2) of land with the coordinates as below:




1.  110 degrees 51'30" 44 degrees 0'0" 
2.  111 degrees 00'0" 44 degrees 0'0" 
3.  111 degrees 00'0" 43 degrees 54'50" 
4.  110 degrees 51'30" 43 degrees 54'50" 



It was reported by the owner of the Property that it conducted 11 drill holes on
the Property and most of them have hit coal seams. However, the cores are not
available - so the company has drilled one hole to test a previous drill hole,
which is said to have hit coal seams. The due-diligence drill hole has confirmed
the coal seams at depth and the samples have been sent to a qualified lab for
analysis. The Company has also signed a contract with a consulting company,
Behre Dolbear Group Inc., to complete a technical report in accordance with NI
43-101. 


In the Letter of Intent, it provides that the completion of our Company's
acquisition of the Interest (the "Acquisition") shall be subject to certain
conditions precedent, which will include but are not limited to the following
conditions precedent that are for the benefit for both the Company and the
Vendor. 




(a) receipt of all regulatory approval by regulatory bodies having          
    jurisdiction over this Acquisition, including approval from the TSXV;   
(b) the Company's and the Vendor's board of directors approval of the final 
    terms of the Acquisition;                                               
(c) if required by the TSXV, and pursuant to Policy 2.4, approval by the    
    Company's shareholders;                                                 
(d) a closing certificate dated as of the closing date of the Acquisition   
    from both the Company and the Vendor, certifying the truth and the      
    accuracy of the representations and warranties included in this LOI and 
    in the definitive agreement (the "Definitive Agreement") to be executed 
    at a later date;                                                        
(e) execution of the Definitive Agreement;                                  
(f) from the execution date of the LOI until the closing date of the        
    Acquisition, there shall be no material adverse change to the Interest; 
(g) complete some drill holes and verify the existence of coal beds         
    previously presented to satisfy NI43-101 report requirement;            
(h) receipt by the Company a satisfactory technical report prepared in      
    accordance with NI 43-101 on the mining area covered by the Exploration 
    Permit;                                                                 
(i) completion of the due diligence by both the Company and the Vendor,     
    acting reasonably, with respect to matters related to the Acquisition;  
(j) delivery of all completed standard documents related to the Acquisition,
    including but not limited to legal opinion from Canadian and local      
    counsel and certificates of good standing (or equivalent) from          
    governmental and/or regulatory officials;                               
(k) the absence of any prohibition or regulation preventing the completion  
    of the Acquisition, and the absence of any approved, announced or       
    applicable governmental order that prohibits or restricts the           
    Acquisition or imposes additional any material conditions or            
    restrictions to the Acquisition;                                        
(l) the absence of any regulatory or legal proceedings (applicable to the   
    Company or the Vendor) that will terminate or threaten, so as to order, 
    limit or prohibit any transactions contemplated under this LOI, or      
    order, limit or prohibit the right of the Company or any of its         
    subsidiaries, on a post closing of the Acquisition basis, to operate the
    Interest in the same manner as the Vendor did before the execution of   
    this LOI, and the absence of any actions, litigation or legal           
    proceedings (if successful) by any governmental bodies or person that   
    may have an substantial adverse effect on the Interest; and             
(m) other commercially routine terms and conditions applicable to           
    transactions materially similar to the Acquisition.                     



Concurrently with the Company's acquisition of the Interest, the Company intends
to complete a private placement for gross proceeds of up to $3,500,000 (the
"Private Placement"). The proceeds from the Private Placement will be used to
pay the Cash Consideration, fund the Company's work program and for general
working capital. Securities to be issued pursuant to the Private Placement will
be subject to a four month hold period in accordance with applicable securities
laws and the policies of the TSXV.


After the completion of the Acquisition and prior to the completion of the
Private Placement, GOBI QAV Co., Ltd. will become a Control Person (as the term
is defined in the policies of TSXV) of the Company as it will hold 54.35% of the
issued and outstanding share capital of the Company.  


Sponsorship

The Company may be required to obtain a Sponsor for the Qualifying Transaction.
If required, the terms of the sponsor's engagement will be negotiated at arm's
length. 


ON BEHALF OF THE BOARD

Bullman Ventures Inc.

Peter Yue - President and Chief Executive Officer

Statements in this press release regarding the Company which are not historical
facts are "forward-looking statements" that involve risks and uncertainties,
such as the completion of the proposed Transaction. Such information can
generally be identified by the use of forwarding-looking wording such as "may",
"expect", "estimate", "anticipate", "intend", "believe" and "continue" or the
negative thereof or similar variations. Since forward-looking statements address
future events and conditions, by their very nature, they involve inherent risks
and uncertainties such as the risk that the closing may not occur for any
reason. 


Actual results in each case could differ materially from those currently
anticipated in such statements due to factors such as: (i) the decision to not
close the Qualifying Transaction for any reason, including adverse due diligence
results and Exchange refusal of the Qualifying Transaction; (ii) adverse market
conditions; (iii) refusal of any of the proposed directors and officers to act
for any reason, including conflicts of interest; (iv) the reliance on key
personnel; (v) the need for additional financing; (vi) fluctuation of prices in
and demand for coal products; (vii) environmental impact of the Resulting
Issuer's operation; and (viii) change in laws and regulations governing the coal
industries. Except as required by law, the Company does not intend to update any
changes to such statements.


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.


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