Welcome!

Apache Authors: William Schmarzo, Christopher Harrold, Elizabeth White, Talend Inc., Adrian Bridgwater

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.

@ThingsExpo Stories
SYS-CON Events announced today that Tintri Inc., a leading producer of VM-aware storage (VAS) for virtualization and cloud environments, will exhibit at the 18th International CloudExpo®, which will take place on June 7-9, 2016, at the Javits Center in New York City, New York, and the 19th International Cloud Expo, which will take place on November 1–3, 2016, at the Santa Clara Convention Center in Santa Clara, CA.
SYS-CON Events announced today that BMC Software has been named "Siver Sponsor" of SYS-CON's 18th Cloud Expo, which will take place on June 7-9, 2015 at the Javits Center in New York, New York. BMC is a global leader in innovative software solutions that help businesses transform into digital enterprises for the ultimate competitive advantage. BMC Digital Enterprise Management is a set of innovative IT solutions designed to make digital business fast, seamless, and optimized from mainframe to mo...
Customer experience has become a competitive differentiator for companies, and it’s imperative that brands seamlessly connect the customer journey across all platforms. With the continued explosion of IoT, join us for a look at how to build a winning digital foundation in the connected era – today and in the future. In his session at @ThingsExpo, Chris Nguyen, Group Product Marketing Manager at Adobe, will discuss how to successfully leverage mobile, rapidly deploy content, capture real-time d...
SYS-CON Events announced today that EastBanc Technologies will exhibit at SYS-CON's 18th International Cloud Expo®, which will take place on June 7-9, 2016, at the Javits Center in New York City, NY. EastBanc Technologies has been working at the frontier of technology since 1999. Today, the firm provides full-lifecycle software development delivering flexible technology solutions that seamlessly integrate with existing systems – whether on premise or cloud. EastBanc Technologies partners with p...
SoftLayer operates a global cloud infrastructure platform built for Internet scale. With a global footprint of data centers and network points of presence, SoftLayer provides infrastructure as a service to leading-edge customers ranging from Web startups to global enterprises. SoftLayer's modular architecture, full-featured API, and sophisticated automation provide unparalleled performance and control. Its flexible unified platform seamlessly spans physical and virtual devices linked via a world...
SYS-CON Events announced today that ContentMX, the marketing technology and services company with a singular mission to increase engagement and drive more conversations for enterprise, channel and SMB technology marketers, has been named “Sponsor & Exhibitor Lounge Sponsor” of SYS-CON's 18th Cloud Expo, which will take place on June 7-9, 2016, at the Javits Center in New York City, New York. “CloudExpo is a great opportunity to start a conversation with new prospects, but what happens after the...
Companies can harness IoT and predictive analytics to sustain business continuity; predict and manage site performance during emergencies; minimize expensive reactive maintenance; and forecast equipment and maintenance budgets and expenditures. Providing cost-effective, uninterrupted service is challenging, particularly for organizations with geographically dispersed operations.
The IoT is changing the way enterprises conduct business. In his session at @ThingsExpo, Eric Hoffman, Vice President at EastBanc Technologies, discuss how businesses can gain an edge over competitors by empowering consumers to take control through IoT. We'll cite examples such as a Washington, D.C.-based sports club that leveraged IoT and the cloud to develop a comprehensive booking system. He'll also highlight how IoT can revitalize and restore outdated business models, making them profitable...
IoT generates lots of temporal data. But how do you unlock its value? How do you coordinate the diverse moving parts that must come together when developing your IoT product? What are the key challenges addressed by Data as a Service? How does cloud computing underlie and connect the notions of Digital and DevOps What is the impact of the API economy? What is the business imperative for Cognitive Computing? Get all these questions and hundreds more like them answered at the 18th Cloud Expo...
SYS-CON Events announced today Object Management Group® has been named “Media Sponsor” of SYS-CON's 18th International Cloud Expo, which will take place on June 7–9, 2016, at the Javits Center in New York City, NY, and the 19th International Cloud Expo, which will take place on November 1–3, 2016, at the Santa Clara Convention Center in Santa Clara, CA.
SYS-CON Events announced today that Commvault, a global leader in enterprise data protection and information management, has been named “Bronze Sponsor” of SYS-CON's 18th International Cloud Expo, which will take place on June 7–9, 2016, at the Javits Center in New York City, NY, and the 19th International Cloud Expo, which will take place on November 1–3, 2016, at the Santa Clara Convention Center in Santa Clara, CA. Commvault is a leading provider of data protection and information management...
In his session at 18th Cloud Expo, Bruce Swann, Senior Product Marketing Manager at Adobe, will discuss how the Adobe Marketing Cloud can help marketers embrace opportunities for personalized, relevant and real-time customer engagement across offline (direct mail, point of sale, call center) and digital (email, website, SMS, mobile apps, social networks, connected objects). Bruce Swann has more than 15 years of experience working with digital marketing disciplines like web analytics, social med...
The IoTs will challenge the status quo of how IT and development organizations operate. Or will it? Certainly the fog layer of IoT requires special insights about data ontology, security and transactional integrity. But the developmental challenges are the same: People, Process and Platform. In his session at @ThingsExpo, Craig Sproule, CEO of Metavine, will demonstrate how to move beyond today's coding paradigm and share the must-have mindsets for removing complexity from the development proc...
What a difference a year makes. Organizations aren’t just talking about IoT possibilities, it is now baked into their core business strategy. With IoT, billions of devices generating data from different companies on different networks around the globe need to interact. From efficiency to better customer insights to completely new business models, IoT will turn traditional business models upside down. In the new customer-centric age, the key to success is delivering critical services and apps wit...
Join us at Cloud Expo | @ThingsExpo 2016 – June 7-9 at the Javits Center in New York City and November 1-3 at the Santa Clara Convention Center in Santa Clara, CA – and deliver your unique message in a way that is striking and unforgettable by taking advantage of SYS-CON's unmatched high-impact, result-driven event / media packages.
In his keynote at 18th Cloud Expo, Andrew Keys, Co-Founder of ConsenSys Enterprise, will provide an overview of the evolution of the Internet and the Database and the future of their combination – the Blockchain. Andrew Keys is Co-Founder of ConsenSys Enterprise. He comes to ConsenSys Enterprise with capital markets, technology and entrepreneurial experience. Previously, he worked for UBS investment bank in equities analysis. Later, he was responsible for the creation and distribution of life ...
As cloud and storage projections continue to rise, the number of organizations moving to the cloud is escalating and it is clear cloud storage is here to stay. However, is it secure? Data is the lifeblood for government entities, countries, cloud service providers and enterprises alike and losing or exposing that data can have disastrous results. There are new concepts for data storage on the horizon that will deliver secure solutions for storing and moving sensitive data around the world. ...
SYS-CON Events announced today that MobiDev will exhibit at SYS-CON's 18th International Cloud Expo®, which will take place on June 7-9, 2016, at the Javits Center in New York City, NY. MobiDev is a software company that develops and delivers turn-key mobile apps, websites, web services, and complex software systems for startups and enterprises. Since 2009 it has grown from a small group of passionate engineers and business managers to a full-scale mobile software company with over 200 develope...
WebRTC is bringing significant change to the communications landscape that will bridge the worlds of web and telephony, making the Internet the new standard for communications. Cloud9 took the road less traveled and used WebRTC to create a downloadable enterprise-grade communications platform that is changing the communication dynamic in the financial sector. In his session at @ThingsExpo, Leo Papadopoulos, CTO of Cloud9, will discuss the importance of WebRTC and how it enables companies to fo...
SYS-CON Events announced today that MangoApps will exhibit at SYS-CON's 18th International Cloud Expo®, which will take place on June 7-9, 2016, at the Javits Center in New York City, NY. MangoApps provides modern company intranets and team collaboration software, allowing workers to stay connected and productive from anywhere in the world and from any device. For more information, please visit https://www.mangoapps.com/.