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.
Concurrent
Financing
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.
Name Change
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.
Sponsorship
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.
Forward-looking
statements
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
Peter Hughes
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
Broome Capital Inc. (TSXV:BCP.P)
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Broome Capital Inc. (TSXV:BCP.P)
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