/NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES
OR FOR DISSEMINATION IN THE UNITED
STATES./
VANCOUVER, Aug. 16, 2017 /CNW/ - Nomad Ventures
Inc. (TSXV: NMD.V) (the "Corporation" or "Nomad")
is pleased to announce that it has entered into a binding Letter of
Intent ("LOI") dated August 12,
2017 with Katanga Cobalt Corp. ("Katanga"). Nomad,
Katanga and the securityholders of Katanga will enter into a
definitive Share Exchange Agreement (the "Definitive
Agreement") whereby all outstanding securities of Katanga will
be exchanged for securities of Nomad
(the "Transaction") on a 1:1 basis, which will
constitute a Fundamental Acquisition (as that term is defined in
the policies of the TSX Venture Exchange (the "TSXV")) by
Nomad. The final structure of the Definitive Agreement is
subject to applicable corporate, securities and tax considerations.
The Transaction is an arm's length transaction.
Upon closing of the Transaction, it is anticipated that Nomad
will change its name to "Bankers Cobalt Corp." and will carry on
with the development of Katanga's mineral projects in the
Democratic Republic of Congo
("DRC") as a Tier 2 Mining Issuer on the TSXV.
About Katanga
Business of Katanga
Katanga is a British Columbia
company which through assignment agreements holds rights to
thirteen separate mineral concessions in DRC. A total of nine
concessions have been granted exploration permits and Katanga will
have a mining interest in those concessions. Three of these nine
concessions are a joint venture with a local DRC partner to earn a
65% interest. Six of these nine concessions are 100% owned by
Katanga. The balance of four concessions are comprised of
three artisanal licensees where Katanga has the right to share in
70 % of all ore produced with one concession still under
application.
The Kankutu Copper-Cobalt project in Katanga Province, DRC (the "Project") is
Katanga's first priority for exploration and is comprised of three
concessions totalling 11 square kms in area. Katanga is
currently undertaking a grid controlled soil sampling program to be
followed up by test pits and trenches to identify drill targets at
the Project. Exploration is targeting Kimpe-style sedimentary
hosted, multi-phase hydrothermal copper and cobalt mineralization
in Roan formation rocks within the Project. The Project is
contiguous to and within 3 kms of the Kimpe copper-cobalt operating
mine and preliminary work has indicated that the same mineral
bearing formations at Kimpe continue onto the Project. The
Project's Kimpe style mineralization makes it prospective for
cobalt and copper. It is the stated intention of Katanga to
initially focus on cobalt in the DRC and then pursue cobalt in
other jurisdictions in order to diversify geo-political risk.
Katanga has commissioned a technical report in respect of the
Project (the "Technical Report"). The Technical Report
will be addressed to the Corporation before closing of the
Transaction. The Corporation intends to file the report
with the TSXV so the TSXV can commence its review of the Project
immediately.
Corporate Information of Katanga
Katanga was incorporated under the Business Corporations
Act (British Columbia) (the
"BCBCA") on September 27,
2016. Katanga is in the process of incorporating a
wholly-owned DRC subsidiary, Bankers Cobalt Mining Sarl, to hold
Katanga's mineral exploration assets in the DRC.
Proposed Directors and Officers of the Corporation
Upon completion of the Transaction, it is anticipated that
certain of Nomad's current management will resign and that
representatives of Katanga with the requisite experience to manage
the Corporation will be appointed officers, in order to satisfy the
requirements of the TSXV. It is proposed that the following
individuals will be appointed and/or remain directors and officers
of the Corporation on closing:
Stephen Barley, President, CEO
and Director
Steve Barley has over 35 years of
experience in the public corporate arena assisting in the
structuring of companies, mergers and acquisitions, and providing
corporate finance advice and is the current President and CEO of
Katanga. Mr. Barley is the Executive Chairman of Redhawk
Resources Inc., a TSX listed company involved in international
copper exploration. He has also been the President and CEO of a
public company with operations in South
America and has negotiated and managed multiple joint
ventures with major international mining companies. Mr. Barley has
assisted or lead in the raising of a significant amount of venture
financing. Due to his securities law background and varied business
experience he has a great deal of expertise in regulatory
compliance; corporate governance; mergers and acquisitions;
financing; negotiation; due diligence; and management of public
entities. Mr. Barley has built many teams of professionals to
properly manage the businesses in which he has been involved. Mr.
Barley remains a member in good standing of the law societies of
British Columbia and Alberta and holds a BComm degree from
Mount Allison University and an LLB
from Dalhousie University.
Murray Flanigan, CFO
Mr. Flanigan is a management consultant with over 25 years'
experience providing financial advisory services to a number of
public and private oil and gas and technology companies in
North America and abroad. Mr.
Flanigan is a Chartered Professional Accountant and a Chartered
Financial Analyst with expertise in corporate finance, mergers and
acquisitions, international taxation, risk management, banking,
treasury, corporate restructuring and accounting, and has served as
Chief Financial Officer for various public and private companies.
Mr. Flanigan is currently a Managing Principal and the CFO of Kepis
& Pobe Financial Group Inc., where he is responsible for all
aspects of the company's accounting, financing, treasury, tax,
legal and corporate development activities including overseeing the
company's JV relationships and implementation of certain oil &
gas exploration and development projects and other international
mining contracts. Prior to founding his own consulting company, Mr.
Flanigan served as Senior Vice President, Corporate Development and
CFO of Qwest Investment Management Corp., where he was responsible
for regulatory reporting and corporate filings for over 15 private
and publicly listed companies and limited partnerships in Qwest's
portfolio, as well as arranging and closing numerous equity and
debt financings. Mr. Flanigan also served as VP Corporate
Development for Adelphia Communications Corporation, overseeing the
company's financial restructuring and ultimate sale to Time Warner
Inc. and Comcast Corporation for approximately US$18 billion.
Shu Zhan, Director
Mr Shu Zhan has 35 years of
experience of exploration geology and technical consultancy in
mineral and petroleum industries, including significant experience
in the DRC. He has worked in Asia,
Australia and Africa engaging exploration of various
commodities including gold, copper, cobalt, lead and zinc, nickel
and iron ore. His professional experience covers mineral
exploration, petroleum exploration, exploration management, mining
merger and acquisition, joint venture management, technical due
diligence, contract management and M&A consultation. Mr. Zhan
is a member of the Australian Institute of Geoscientists (AIG) and
Society of Economic Geologists (SEG). He is a Registered
Professional Geoscientist (RPGeo) in Australia and a "Qualified Person" as that
term is defined in the Canadian Securities Administrators' National
Instrument 43-101. The companies Mr. Zhan has worked with include
China National Offshore Oil Corporation (CNOOC), Placer Dome Inc.
and Coffey Mining. Mr Zhan holds a BSc Geology (The
Central-South University of
China) and a MScApp of Mining
Geology degrees (The University of
Queensland of Australia).
Kevin Torudag, Managing Director of DRC Subsidiary
Kevin Torudag is one of the principals and founders of Katanga
and is the President of Katanga Trust Mining Sarl, which assigned
property interests to Katanga. Kevin has over 30 years' experience
in all aspects of the public company markets and as a venture
capitalist. Mr. Torudag has spent the majority of his time over the
last four years in the DRC assessing projects and operating small
mines. He has built the essential in-country relationships that
will allow for a successful mining venture in the DRC. In
addition the ability to obtain new mining concessions in the DRC
was based on a very short window during which the mining registry
was accepting new applications. Mr. Torudag had previously
evaluated various concessions and was prepared to apply for or
acquire favourable land packages when the mining office was open.
The mining office is now closed to new applications with no
scheduled time frame to re-open. Mr. Torudag has built a strong and
experienced DRC-based operations and management team including Mr.
Yves Kabongo.
Yves Kabongo, Chairman of DRC
Subsidiary
Yves Kabongo has been part of the
natural resources sector in the DRC for 13 years. He has
participated in some of the major mergers and acquisitions that
have shaped the industry in the DRC, bringing extensive knowledge
of corporate finance and business development. Previous positions
held by Mr. Kabongo include analyst at Bombardier and at National
Bank of Canada, and CFO for AMB
Mining, Managing Director for Oriental Iron Company and Managing
Director for Moku Goldmines. He held board positions in a number of
notable DRC companies including in Karibu Development Company (an
Andrade Gutierez venture) or in West
River (a junior copper company). He is currently principal partner
of KBG Capital, a VC company specialized in services for mining
companies in the DRC. Mr. Kabongo is Chairman of the Canadian
Chamber of Commerce in the DRC, and is a graduate of both HEC
Montréal and McGill University.
Peter Dickie, Director
Mr. Dickie has over 35 years of experience in the public and
private corporate environment with over 25 years spent in
management positions. He is the former President, Chief
Executive Officer and Director of NioCorp Developments, a company
developing the largest super-alloy (niobium, titanium and scandium)
mineral deposit in North America. Over the course of 6 years
at NioCorp, he developed solid relationships with property owners
and all levels of government in the project area, attracted key
internationally recognized senior members of the executive team,
raised tens of millions of dollars and graduated the company to the
TSX - growing the market cap from under $5
million to more than $200
million. Mr. Dickie is also a former director and
officer of Lateegra Gold, where he was responsible for accumulating
the land position that resulted in Lateegra being acquired by
Excellon Resources in 2011, and he has held director and officer
positions with several other listed companies. He is a former
Investment Advisor with a Canadian securities dealer and a graduate
of both the University of Victoria and
the University of British Columbia.
Geoff Balderson,
Director
Mr. Balderson is the President Harmony Corporate Services Ltd.,
private business consulting companies located in Vancouver, British Columbia. Mr. Balderson has
been an officer and director of several TSXV listed companies over
the past 15 years. Prior to that he was an investment advisor at
Union Securities and Georgia Pacific Securities Corp.
Leonard Clough,
Director
Mr. Clough has been involved in capital markets for more than 20
years. He first began his career at RBC Dominion Securities Inc.,
where he spent 13 years. He then founded Kingfisher Advisors SA, an
investment management company formed to manage a registered
Cayman Islands mutual fund
specializing in special situations and mining. Mr. Clough is
currently the president of Toro Pacific Management Inc., a
diversified holding company and serves as a director of Dynasty
Metals & Mining Inc.
Sheri Rempel,
Controller
Ms. Rempel has more than 25 years of experience with multiple
reporting issuers in financial reporting, regulatory compliance,
internal control and corporate finance activities. She is currently
CFO of Mobio Technologies Inc., NU2U Resources Inc., Serengeti
Resources Inc. and Fantasy 6 Sports Inc., among other
companies.
Janet Francis, Corporate
Secretary
Ms. Francis has 12 years' experience in the field of regulatory
compliance and corporate governance, most recently as director of a
private company providing corporate secretarial services to public
companies listed on the TSX, TSX Venture, and Canadian Securities
Exchanges, and to other reporting issuers. Ms. Francis is an
officer or director of several listed issuers.
Share Exchange Transaction
Upon closing of the Transaction, Nomad will issue to the
shareholders of Katanga (i) a total of 56,137,327 common shares of
the Corporation in exchange for 100% of the outstanding shares of
Katanga and (ii) 17,374,243 share purchase warrants (the
"Warrants") in exchange for 100% of the outstanding share
purchase warrants of Katanga. The Warrants will be exercisable
into one common share in the capital of the Corporation as follows:
4,625,000 Warrants each exercisable at $0.10 until April 28,
2020; 403,200 Warrants each exercisable at $0.25 until August 3,
2019; 177,386 Warrants each exercisable at $0.25 until August 11,
2019; 3,150,000 Warrants each exercisable at $0.30 until July 11,
2019; 5,323,330 Warrants each exercisable at $0.50 until August 3,
2019; and 3,695,327 Warrants each exercisable at
$0.50 until August 11, 2019.
The completion of the Transaction is subject to a number of
conditions, including but not limited to: the execution of the
Definitive Agreement, completion of satisfactory due diligence
including the delivery and satisfactory review of the financial
statements of Katanga, receipt of an appropriate exemption order
from the British Columbia Securities Commission (and any other
securities regulatory authority having jurisdiction) in reliance on
the private issuer take-over bid exemption and the approval of the
Transaction by each of the TSXV and the board of directors of each
of Nomad and Katanga. Finder's fees are expected to be paid, as
permitted by TSXV policies, in connection with the closing of
the Transaction.
Miscellaneous Terms
The securities to be issued in connection with the Transaction
have not been and will not be registered under the United States
Securities Act of 1933, as amended (the "U.S. Securities
Act") or any state securities laws and may not be offered or
sold within the United States or
to U.S. Persons (as defined in Regulation S promulgated under the
U.S. Securities Act) unless registered under the U.S. Securities
Act and applicable state securities laws or an exemption from such
registration is available.
Certain securities issued pursuant to the Transaction may be
subject to escrow or other resale restrictions pursuant to
applicable securities laws and the policies of the TSXV.
Unless otherwise agreed between the Corporation and Katanga, the
LOI will terminate upon the execution of the Definitive
Agreement.
About Nomad
Nomad is a natural resource company focused on the acquisition,
exploration and development of mineral properties. The Corporation
evaluates each of its properties upon the completion of an
exploration program on that property, and then determines whether
or not it will continue to hold and possibly further explore the
property, sell the property, or abandon the property. Nomad is in
the exploration stage and is in the process of evaluating various
properties and has not yet determined whether these properties
contain reserves that are economically recoverable.
Completion of the Transaction is subject to a number of
conditions, including TSXV acceptance. The Transaction cannot close
until the required approvals are obtained. There can be no
assurance that the Transaction will be completed as proposed or at
all.
The TSX Venture Exchange has in no way passed upon the merits
of the proposed Transaction and has neither approved nor
disapproved the contents of this press release.
ON BEHALF OF THE BOARD OF NOMAD VENTURES INC.
"Geoff
Balderson"
President, Nomad Ventures Inc.
Reader Advisory
Neither TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in policies of the TSX Venture
Exchange) accepts responsibility for the adequacy or accuracy of
this release.
This news release contains "forward-looking information"
within the meaning of applicable securities laws relating to the
proposal to complete the Transaction and associated transactions,
including statements regarding the terms and conditions of the
Transaction and the outlook of the business of Katanga. Although
the Corporation believes in light of the experience of its officers
and directors, current conditions and expected future developments
and other factors that have been considered appropriate that the
expectations reflected in this forward-looking information are
reasonable, undue reliance should not be placed on them because the
Corporation can give no assurance that they will prove to be
correct. Actual results and developments may differ materially from
those contemplated by these statements depending on, among other
things, the risks that the parties will not proceed with the
Transaction and associated transactions, that the ultimate terms of
the Transaction and associated transactions will differ from those
that currently are contemplated, and that the Transaction and
associated transactions will not be successfully completed for any
reason (including the failure to obtain the required approvals or
clearances from regulatory authorities). The terms and conditions
of the Transaction may change based on the Corporation's due
diligence and the receipt of tax, corporate and securities law
advice for both the Corporation and Katanga. The statements in this
press release are made as of the date of this release. The
Corporation undertakes no obligation to comment on analyses,
expectations or statements made by third-parties in respect of the
Corporation, Katanga, their securities, or their respective
financial or operating results (as applicable).
SOURCE Nomad Ventures Inc.