Welcome!

News Feed Item

Broome Capital Signs Letter of Intent for Proposed Qualifying Transaction Acquiring Minahasa Gold Property

VANCOUVER, BRITISH COLUMBIA -- (Marketwire) -- 02/07/13 -- 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.

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:
Broome Capital Inc.
Peter Hughes
President, Chief Executive Officer
(604) 802-7372

More Stories By Marketwired .

Copyright © 2009 Marketwired. All rights reserved. All the news releases provided by Marketwired are copyrighted. Any forms of copying other than an individual user's personal reference without express written permission is prohibited. Further distribution of these materials is strictly forbidden, including but not limited to, posting, emailing, faxing, archiving in a public database, redistributing via a computer network or in a printed form.

Latest Stories
"At the keynote this morning we spoke about the value proposition of Nutanix, of having a DevOps culture and a mindset, and the business outcomes of achieving agility and scale, which everybody here is trying to accomplish," noted Mark Lavi, DevOps Solution Architect at Nutanix, in this SYS-CON.tv interview at @DevOpsSummit at 20th Cloud Expo, held June 6-8, 2017, at the Javits Center in New York City, NY.
DX World EXPO, LLC., a Lighthouse Point, Florida-based startup trade show producer and the creator of "DXWorldEXPO® - Digital Transformation Conference & Expo" has announced its executive management team. The team is headed by Levent Selamoglu, who has been named CEO. "Now is the time for a truly global DX event, to bring together the leading minds from the technology world in a conversation about Digital Transformation," he said in making the announcement.
21st International Cloud Expo, taking place October 31 - November 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA, will feature technical sessions from a rock star conference faculty and the leading industry players in the world. Cloud computing is now being embraced by a majority of enterprises of all sizes. Yesterday's debate about public vs. private has transformed into the reality of hybrid cloud: a recent survey shows that 74% of enterprises have a hybrid cloud strategy. Me...
"With Digital Experience Monitoring what used to be a simple visit to a web page has exploded into app on phones, data from social media feeds, competitive benchmarking - these are all components that are only available because of some type of digital asset," explained Leo Vasiliou, Director of Web Performance Engineering at Catchpoint Systems, in this SYS-CON.tv interview at DevOps Summit at 20th Cloud Expo, held June 6-8, 2017, at the Javits Center in New York City, NY.
SYS-CON Events announced today that DXWorldExpo has been named “Global Sponsor” of SYS-CON's 21st International Cloud Expo, which will take place on Oct 31 – Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. Digital Transformation is the key issue driving the global enterprise IT business. Digital Transformation is most prominent among Global 2000 enterprises and government institutions.
SYS-CON Events announced today that Datera, that offers a radically new data management architecture, has been named "Exhibitor" of SYS-CON's 21st International Cloud Expo ®, which will take place on Oct 31 - Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. Datera is transforming the traditional datacenter model through modern cloud simplicity. The technology industry is at another major inflection point. The rise of mobile, the Internet of Things, data storage and Big...
"Outscale was founded in 2010, is based in France, is a strategic partner to Dassault Systémes and has done quite a bit of work with divisions of Dassault," explained Jackie Funk, Digital Marketing exec at Outscale, in this SYS-CON.tv interview at 20th Cloud Expo, held June 6-8, 2017, at the Javits Center in New York City, NY.
"We were founded in 2003 and the way we were founded was about good backup and good disaster recovery for our clients, and for the last 20 years we've been pretty consistent with that," noted Marc Malafronte, Territory Manager at StorageCraft, in this SYS-CON.tv interview at 20th Cloud Expo, held June 6-8, 2017, at the Javits Center in New York City, NY.
Kubernetes is an open source system for automating deployment, scaling, and management of containerized applications. Kubernetes was originally built by Google, leveraging years of experience with managing container workloads, and is now a Cloud Native Compute Foundation (CNCF) project. Kubernetes has been widely adopted by the community, supported on all major public and private cloud providers, and is gaining rapid adoption in enterprises. However, Kubernetes may seem intimidating and complex ...
While the focus and objectives of IoT initiatives are many and diverse, they all share a few common attributes, and one of those is the network. Commonly, that network includes the Internet, over which there isn't any real control for performance and availability. Or is there? The current state of the art for Big Data analytics, as applied to network telemetry, offers new opportunities for improving and assuring operational integrity. In his session at @ThingsExpo, Jim Frey, Vice President of S...
"DivvyCloud as a company set out to help customers automate solutions to the most common cloud problems," noted Jeremy Snyder, VP of Business Development at DivvyCloud, in this SYS-CON.tv interview at 20th Cloud Expo, held June 6-8, 2017, at the Javits Center in New York City, NY.
"We focus on SAP workloads because they are among the most powerful but somewhat challenging workloads out there to take into public cloud," explained Swen Conrad, CEO of Ocean9, Inc., in this SYS-CON.tv interview at 20th Cloud Expo, held June 6-8, 2017, at the Javits Center in New York City, NY.
"As we've gone out into the public cloud we've seen that over time we may have lost a few things - we've lost control, we've given up cost to a certain extent, and then security, flexibility," explained Steve Conner, VP of Sales at Cloudistics,in this SYS-CON.tv interview at 20th Cloud Expo, held June 6-8, 2017, at the Javits Center in New York City, NY.
"We provide IoT solutions. We provide the most compatible solutions for many applications. Our solutions are industry agnostic and also protocol agnostic," explained Richard Han, Head of Sales and Marketing and Engineering at Systena America, in this SYS-CON.tv interview at @ThingsExpo, held June 6-8, 2017, at the Javits Center in New York City, NY.
"I think DevOps is now a rambunctious teenager – it’s starting to get a mind of its own, wanting to get its own things but it still needs some adult supervision," explained Thomas Hooker, VP of marketing at CollabNet, in this SYS-CON.tv interview at DevOps Summit at 20th Cloud Expo, held June 6-8, 2017, at the Javits Center in New York City, NY.