Shelburne, Nova Scotia /
ACCESSWIRE / April 30, 2014 / Black Bull
Resources Inc. ("Black
Bull" or the "Company") (TSX-V: "BBS.H") -
announces that it has entered into an arm's length Share Exchange
Agreement (the "Share
Exchange Agreement") dated April 23, 2014, for the
acquisition (the "Transaction") by the Company of
all of the issued and outstanding shares of AUS Industrial Minerals
Limited ("AUS"), a privately held company
incorporated under the laws of British Columbia, in exchange for
common shares of the Company.
The Proposed
Acquisition
The Share
Exchange Agreement provides that the shareholders of AUS will
exchange all of the issued and outstanding shares of AUS to the
Company, in exchange for 103,333,333 post consolidated common
shares of the Company at a deemed price of $0.15 per common share,
for an aggregate deemed purchase price of $15.5 million (Cdn.) the
("Purchase
Price"). The Purchase Price has been calculated on the
assumption that the assets owned by AUS shall have an audited net
tangible asset value of $28,000,000 (Cdn.), including $3,000,000 of
working capital, on the closing date. In addition, the Company is
proposing to issue purchase warrants, on a post consolidation basis
as a Dividend in Specie, to all of its existing shareholders at an
exercise price of $0.15 per common share and expiring 36 months
from the closing date, subject to TSX-V approval.
Based on the total number of post consolidated outstanding
common shares of the Company, as determined on a record date to be
declared by the board of directors and which will be announced in a
subsequent news release, the Dividend in Specie will be distributed
on the basis of one warrant for each post consolidated
outstanding common share of the Company. It is anticipated that
3,028,442 warrants will be issued.
The closing of
the Transaction is subject to a number of conditions, including:
(i) TSX-V and shareholder approval,
(ii) the Company shall consolidate its existing common shares on a
30 for 1 basis such that immediately prior to closing, it will have
3,028,442 common shares outstanding, and (iii) the Company shall
change its name to AUS Industrial Minerals Limited.
Upon completion of the
Transaction, the Resulting Issuer will have 106,361,775 common
shares outstanding, 3,028,442 warrants at an exercise
price of $0.15 and expiring 36 months from the date of
issue, and 169,114 stock options having an exercise
price of $0.15 and expiring no later than 0.8 years from
closing. It is also anticipated that at closing, the
resulting issuer will grant additional options to acquire common
shares at a price of $0.15 per share to the directors, officers,
employees and consultants. Further details will be provided in a
subsequent news release.
Pursuant to the Share Exchange
Agreement, AUS has advanced a non-refundable deposit in the amount
of $50,000 in favour of the Company. In addition, the Company has
agreed to advance a deposit of $50,000 to AUS via the issuance of
333,333 common shares of the Company at a deemed issue price $0.15
on the closing date, subject to the prior approval of the TSX-V,
which deposit will be applied against the Purchase
Price.
About AUS
AUS is a private company
incorporated under the laws of British Columbia on April 3, 2014,
that has been established as a company that will provide streaming
contracts to operating mining companies with a focus on the
critical metals and industrial minerals markets.
Commodity streaming agreements
are agreements whereby the provider of the commodity stream will
make an upfront payment to a mining company in return for a fixed
percentage of the production life of a mine at an agreed fixed
cost. The upfront payment will typically be made once there is
sufficient data to ensure that the mine is economically viable.
The funds from the upfront payment will typically be used to assist
the miner to achieve full production. Once a mine is in production,
companies will then make a delivery payment upon receipt of the
product. Commodity streaming agreements can be entered into at any
stage of a mining project's lifecycle.
AUS has targeted specific
critical metals and industrial minerals that are synergistic with
its proposed streaming business model. Critical Metals are metals
which are essential to an industrial process and for which there is
no actual or commercially viable substitute. The initial critical
metals that AUS intends to target are Manganese, Nickel, Platinum
Group Metals, Chromium, Molybdenum, Titanium, Graphite, Flurospar,
Cobalt, Niobium, Tungsten, Zirconium, Magnesium, Antimony and
Vanadium. Industrial
Minerals are geological materials
which are mined for their commercial value, which are not fuel
(fuel minerals or mineral
fuels). They are used in their
natural state or after beneficiation either
as raw materials or as additives in a wide range of industrial and
end-applications. The industrial minerals that AUS intends to
target are Bauxite, Asbestos, Borates, Chromite, Feldspar,
Ilmenite, Rutile, Kaolin, Potash, and Quartz.
The reverse take-over of the
majority of the Company will mark AUS's first acquisition in the
industrial minerals space and AUS will be looking to maximize the
potential of the Company's existing assets in conjunction with
selected strategic partners.
The Company will issue a
subsequent press release containing key financial information of
AUS and details of shareholders holding a controlling interest in
AUS.
Board of Directors and Management
The Company's current board
and management will remain with the Company and will collectively
bear management and stewardship of the Company along with new
appointees upon completion of the Transaction. The Company will
issue a subsequent press release regarding the new management
appointees shortly.
Sponsorship of Transaction
Sponsorship of the Transaction
may be required by the TSX-V unless exempt in accordance with TSX-V
policies. The Company intends to apply for an exemption from the
sponsorship requirements. There is no assurance that the Company
will ultimately obtain an exemption from sponsorship.
Trading Halt
The common shares of the
Company will remain halted pending the issuance of a further news
release and the receipt by the TSX-V of certain required materials
from the Company. The Transaction may result in a change of control
and new shareholders holding more than 50% of the outstanding
voting securities of the Company and as such, will be considered a
reverse take-over under TSX-V policies.
Conditions to
closing
The completion of the
Transaction is subject to the approval of the TSX-V and all other
necessary regulatory approvals.
The completion of the Transaction is also subject to certain other
additional conditions precedent, including, but not limited to:
(i) completion of satisfactory due diligence by each of the Company
and AUS; (ii) approval of the respective board of directors; (iii)
completion of a 30 for 1 consolidation of the Company's common
shares; (iv) the absence of any material change or change in a
material fact which might reasonably be expected to have a material
adverse effect on the financial and operational conditions or the
assets of each of the parties to the Share Exchange Agreement; and
(v) certain other conditions typical in a transaction of this
nature.
Completion of the Transaction is
subject to a number of conditions, including TSX-V acceptance and
disinterested shareholder approval. 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 the Company should be considered
highly speculative.
For
further information, please contact:
David Wood, Director
Telephone: (604) 720-7307
READER
ADVISORY
Neither the 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.
This news release contains certain statements
that may be deemed "forward-looking statements. Forward looking
statements are statements that are not historical facts and are
generally, but not always, identified by the words "expects",
"plans", "anticipates", "believes", "intends", "estimates",
"projects", "potential" and similar expressions, or that events or
conditions "will", "would", "may", "could" or "should" occur.
Although the Company believes the expectations expressed in such
forward-looking statements are based on reasonable assumptions,
such statements are not guarantees of future performance and actual
results may differ materially from those in forward looking
statements. Forward looking statements are based on the beliefs,
estimates and opinions of the Company's management on the date the
statements are made. Except as required by law, the Company
undertakes no obligation to update these forward-looking statements
in the event that management's beliefs, estimates or opinions, or
other factors, should change.
The forward-looking
statements contained in this press release are made as of the date
of this press release, and the Company does not undertake any
obligation to update publicly or to revise any of the included
forward-looking statements, whether as a result of new information,
future events or otherwise, except as expressly required by
securities law.
THIS
PRESS RELEASE, REQUIRED BY APPLICABLE CANADIAN LAWS, IS NOT FOR
DISTRIBUTION TO U.S. NEWS SERVICES OR FOR DISSEMINATION IN THE
UNITED STATES, AND DOES NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO SELL ANY OF THE SECURITIES DESCRIBED
HEREIN IN THE UNITED STATES. THESE SECURITIES HAVE NOT BEEN, AND
WILL NOT BE, REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF
1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE
OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS UNLESS
REGISTERED OR EXEMPT THEREFROM.
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.
Black Bull Resources (TSXV:BBS.H)
Historical Stock Chart
From Nov 2024 to Dec 2024
Black Bull Resources (TSXV:BBS.H)
Historical Stock Chart
From Dec 2023 to Dec 2024
