Bullman Signs Letter of Intent for Qualifying Transaction
27 Oktober 2011 - 1:04AM
Marketwired
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.
The TSX Venture Exchange Inc. has in no way passed upon the
merits of the proposed Acquisition and has neither approved nor
disapproved the contents of this press release. Neither 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.
Contacts: Bullman Ventures Inc. Peter Yue President and Chief
Executive Officer (604) 998-7894
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