Vancouver, BC / ACCESSWIRE / May 30 2014 / Broome Capital Inc. (the "Company"), 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 share exchange agreement dated May 30, 2014 (the "Share Exchange Agreement") with OHG Resources, Inc. ("OHG") and its shareholders (the "Vendors"), pursuant to which the Company agreed to acquire all of the issued and outstanding common shares of OHG from the Vendors in consideration of the Company issuing an aggregate of 1,085,000 common shares of the Company at a deemed price of $0.156682 per share for a total deemed price of $170,000 (the "Transaction"). The Transaction is intended to be the Company's "Qualifying Transaction" as that term is defined in Policy 2.4 of the TSX-V.
OHG is a private British Columbia mineral exploration company that holds the mineral rights, permits and claims representing the mineral property known as the Mount Weir Property (the "Property"), comprising the claims described as Kirsten, Kirsten 2, Kirsten 3 and Kirsten 4 (1,193.2369 ha) that are located in the Province of British Columbia, Canada. All of the claims are 100% owned by OHG.
Upon completion of the Transaction, the Company anticipates that it will be listed as a "Tier 2" mining issuer under the policies of the TSX-V, carrying on the business of the OHG, which is the further exploration and development of the Property.
The Transaction will be carried out by parties dealing at arm's length to one another and no non-arm's length parties of the Company have any direct or indirect interest in OHG, therefore the Transaction will not be a Non-Arm's Length Qualifying Transaction as such term is defined in Policy 2.4 of the TSX-V. The Company does not expect that approval of its shareholders will be required for the Transaction.
Completion of the Transaction is subject to certain conditions, including the completion of the concurrent financing, the election/appointment of new board members and officers for the Issuer, the satisfactory completion by each party of its respective due diligence investigations, and such other closing conditions as are specified in the Share Exchange Agreement.
In conjunction with the Transaction, the Company plans to conduct a brokered private placement financing (the "Concurrent Financing") to raise gross proceeds of a minimum of $750,000 through the issuance of 3,750,000 common shares of the Company at a price of $0.20 per share. The Company intends to use the net proceeds from the Concurrent Financing to conduct its exploration program on the Property, as well as for general and administrative purposes.
The Company intends to undertake a change of name in connection with the closing of the Transaction and to change its name to "OHG Metals Corp." or such other name as the Company may determine.
The Company intends to rely on an exemption from the sponsorship requirements set out in Policy 2.2 of the TSX-V.
Directors and Officers upon Completion of Transaction
Upon completion of the Transaction, Mr. Peter Hughes, the Company's President, Chief Executive Officer, Secretary and director, is expected to be the Company's President, Chief Executive Officer and director and Mr. Peeyush Varshney, a director of the Company, is expected to remain as a director of the Company. In addition, the Company intends to appoint Gavin Cooper, Candrawijaya Kartorahardjo, and David Underwood to its board of directors and appoint Brian Richardson as the Company's Chief Financial Officer and Blair Lockhart as the Company's Secretary. In addition, Bipin Ghelani, the Company's Chief Financial Officer and director, and Beng Lai, a director of the Company, are expected to resign from their respective positions.
Mr. Brian Richardson served as VP Finance of J. Proust and Associates, a management company, and as CFO of three public companies including Southern Arc Minerals Inc., a TSX-V listed mineral exploration company with exploration properties in Indonesia from January 2011 until November 2013. He holds a Bachelor of Commerce degree from Queen's University in Kingston, Ontario, and a Masters of Business Administration degree from IMD in Lausanne, Switzerland. Mr. Richardson became a Chartered Accountant in 1987 and was a director of Royal Oak Ventures Inc., an investment holdings company from January 2000 until December 2013. Over the past 22 years he has served as a CFO or as a financial advisor to a number of public and private companies and served as CFO of Dynamotive Energy Systems Ltd, an alternative energy company listed on the OTCBB, from August 2003 until September 2009.
Mr. Gavin Cooper is a Chartered Accountant with over 35 years of experience in all aspects of financial management and administration. He is an accomplished executive, who has experience with public and private companies operating in Canada and abroad, and has a significant record of achievement in the areas of strategic change, financial management and stakeholder relations. Mr. Cooper holds a Bachelor in Accounting (Honors) from the University of South Africa. He currently is a director and/or acts as CFO and corporate secretary of various TSX Venture-listed companies.
Mr. David Underwood is a consulting geologist who has provided professional services to Newmont, Clarity Capital, Anglo American, De Beers and has worked at VG Services providing geological services internationally. Mr. Underwood obtained a BSc Honours Geology & Advanced Earth Science from the University of Witwatersrand, Johannesburg, South Africa in December 1987. Mr. Underwood is a Fellow of the Society of Economic Geology and Professional Natural Scientist under the South African Council for Natural Scientific Professions, South Africa.
Mr. Candrawijaya Kartorahardjo has been in the tax consulting business since 1996, working with Arthur Anderson and Ernst & Young. In 2002 Mr. Kartorahardjo founded Pentatrust, a tax consulting company. Mr. Kartorahardjo has advised various clients, mostly foreign owned companies in various industries, and has a specialization in merger and acquisition, restructuring and cross border transaction. Mr. Kartorahardjo is a Registered State Accountant in Indonesia.
For a description of the backgrounds of each of the current insiders, see the Company's Management Information Circular as filed on SEDAR on June 26, 2013.
This press release contains certain "forward looking statements" including, for example, statements relating to the completion of the proposed Transaction, the concurrent financing, the name change and the appointments and resignations of the officers and directors of the Company and the Company being anticipated to be classified as "Tier 2" mining issuer. 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 the Transaction, the state of the capital markets; and the ability of the Company or OHG 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 press release and, except as may be required by applicable securities laws, the Company 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
President, Chief Executive Officer and Director
Telephone: (604) 802-7372
All information contained in this press release relating to the OHG Resources, Inc. was provided by OHG Resources, Inc. to the Company for inclusion herein. The Company has not independently verified such information and shall bear no liability for any misrepresentation contained therein.
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 transaction 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.
SOURCE: Broome Capital Inc