Bonaparte Resources Inc. Announces Signing of Reverse Takeover Agreements
2014年5月1日 - 10:41PM
Marketwired
Bonaparte Resources Inc. Announces Signing of Reverse Takeover
Agreements
VANCOUVER, BRITISH COLUMBIA--(Marketwired - May 1, 2014) -
Bonaparte Resources Inc. (TSX-VENTURE:BON) ("Bonaparte" or the
"Company") is pleased to announce that further to its news release
of February 13, 2014, it has signed a definitive purchase agreement
for the acquisition of the Black Ice "ERA™ and GCD™ source code and
risk analysis software. In addition, the Company has entered into a
Consulting Agreement for the provision of management and CEO
services by Mr. Mac Kalyan and an Employment Agreement with Ms.
Judy Buker Kalyan for the position of Chief Information Officer,
both to be effective on closing of the reverse takeover. Under
terms of the purchase agreement, Bonaparte will issue 41,000,000
common shares to the sellers of the intellectual property, and
issue 2,000,000 shares to a third party. This constitutes a reverse
merger, as approximately 70% of the issued shares of Bonaparte will
have been issued in connection with this acquisition (the
"Transaction").
The Company will be
submitting a listing application to the Canadian Securities
Exchange ("CSE") for listing of its securities and apply to de-list
from the TSX-V upon receiving approval from the CSE. The Company
has received written approval from shareholders of over 50% of its
currently outstanding shares to the reverse takeover transaction,
and therefore the Company will not be calling a shareholder meeting
to consider this transaction. The Company has received consent for
the transaction from shareholders owning 9,517,662 shares of the
Company's 14,113,987 issued shares. Closing is expected to occur as
soon as the Company de-lists from the TSX Venture Exchange.
As a condition of
closing, Mr. Mike England and Dr. Tom McCandless will be resigning
from the Board of Bonaparte and Mr. Mac Kalyan, Ms. Judy Kalyan and
Mr. David Taylor will join Mr. Robert Jamieson and Mr. Randy
Saunders on the Board. Mr. Saunders will be stepping down as CEO
but stay on as an independent director.
The Company has also
accepted subscriptions for a $600,000 unit offering at $0.15 per
unit, with each unit comprised of one common share and one share
purchase warrant, each warrant exerciseable at a price of $0.30 for
2 years from issuance. The financing is a condition of closing as
well as borrowing and advancing $100,000 to Mr. Mac Kalyan and his
company Black Ice Partners Ltd. for short term working capital,
which has also been completed.
Trading of Bonaparte
shares on the TSX-V remains halted and is not expected to resume,
as the Company intends to delist from the TSX Venture Exchange and
apply for a listing on the CSE.
Completion of
the Transaction is subject to a number of conditions, including
listing of the Company's shares on the CSE, among other conditions.
The transaction cannot close until the required conditions are
fulfilled. There can be no assurance that the Transaction will be
completed as proposed or at all.
Investors are
cautioned that, except as disclosed by the Company in its SEDAR
filings, any information released or received with respect to the
RTO may not be accurate or complete and should not be relied
upon.
Trading in the
securities of Bonaparte should be considered highly speculative.
There is no assurance that the Company can complete any of intended
actions contemplated in this press release.
Bonaparte Resources
Inc.
T. Randall Saunders,
CEO
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.
Bonaparte Resources Inc.T. Randall SaundersCEO(604)
657-0002www.bonaparteresources.ca
Bonaparte Resources Inc. (TSXV:BON)
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