August 30, 2024 4:53 PM EDT | Source: Bow Lake Capital Corp.
Vancouver, British Columbia–(Newsfile Corp. – August 30, 2024) – Bow Lake Capital Corp. (TSXV: BLCC.P) (the “Company“) is pleased to announce that it has entered into a binding letter of intent (the “LOI“) on August 30, 2024 with Eastport Ventures Inc., an Ontario corporation (“Eastport“), an arm’s length party, pursuant to which the Company intends to acquire (the “Acquisition“) all of the issued and outstanding securities of Eastport by way of share exchange or other acceptable means, subject to regulatory approval including that of the TSX Venture Exchange (the “Exchange“). The Acquisition is expected to constitute the Company’s qualifying transaction under the policies of the Exchange. Upon completion of the Acquisition, subject to all requisite approvals, it is anticipated that the Resulting Issuer (as defined herein) will be a Tier 2 – Mining issuer.
About Eastport:
Eastport is an innovative Canadian mineral development and exploration company focused on progressing critical metals projects located in Botswana. Formed by seasoned professionals, over the past 5-years Eastport has acquired mineral assets providing exposure to: Cu, Ni, U, REE with estimated cumulative project expenditures in excess of ~$15 million.
Eastport’s material property is its flagship 1,845km2 Matistiama copper project (“Matistiama“) which has benefited from over 50,000m of diamond drilling, >115,000 soil samples and over a terabyte of geophysical data, conducted by Eastport and prior owners. Matistiama contains the Nakalakwana deposit.
Eastport has recently completed a technical report under National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101“) on Matistiama, which will be posted on SEDAR+ in connection with the Acquisition.
Founder & Chief Executive Officer, Burns Singh Tennent-Bhohi commented,
“I am delighted to be entering this binding LOI with the Company. The Board of the Company maintain deep networks within capital markets and have comprehensive experience in completing corporate transactions.
“Eastport is coming to the Canadian market at a critical time for the Company as we prepare to engage on an aggressive drilling and exploration campaign at our flagship Matistiama copper project, where we are targeting 25,000m of exploration and resource development drilling aimed at estimating a mineral resource in the twelve months post-listing.
“I look forward to continuing to work with the Board of the Company and providing shareholders with further corporate updates and milestones.”
Link to Eastport Ventures Inc. Website & Corporate Presentation: https://eastportventures.com
The Acquisition
As will be set out in a definitive agreement (the “Definitive Agreement“), the Company is expected to acquire all of the issued and outstanding common shares of Eastport (the “Eastport Shares“) pursuant to a three-cornered amalgamation to be completed under the Business Corporations Act (Ontario) by the Company, Eastport, and a wholly- owned subsidiary of the Company to be incorporated for the purpose of completing the amalgamation (the “Amalgamation“).
The Amalgamation is expected to result in the issuance, to each shareholder of Eastport (each, an “Eastport Shareholder“), of 0.6870 (or the final determined ratio agreed upon by both parties) (the “Exchange Ratio“) Post-Consolidation Common Share (as defined below) for each one (1) Eastport Share held by such holder immediately prior to the closing of the Acquisition(the “Closing“). As part of the Amalgamation, all convertible securities of Eastport outstanding immediately prior to the Closing are expected to be replaced with or exchanged for equivalent convertible securities of the Company entitling the holders thereof to acquire Post-Consolidation Common Shares in lieu of Eastport Shares, based on the Exchange Ratio.
The Acquisition will result in the reverse takeover of the Company by the Eastport Shareholders, and will constitute the Company’s qualifying transaction under the policies of the Exchange. Following the completion of the Acquisition, the Company, as the issuer resulting therefrom (the “Resulting Issuer“), is expected to carry on the current business of Eastport under the name “Eastport Ventures Inc.” or such other name as may be determined by Eastport and approved by the shareholders of the Company and be acceptable to the applicable regulatory authorities, including the Exchange. The business of the Resulting Issuer will be primarily focused on exploration and development of Matistiama and other mineral projects of Eastport.
Closing is subject to a number of conditions including but not limited to satisfactory due diligence investigations, the negotiation and execution of the Definitive Agreement, receipt of all required shareholder, if required, regulatory and third-party approvals and consents, including that of the Exchange and satisfaction of other customary closing conditions. The Acquisition cannot close until the required approvals are obtained. There can be no assurance that the Acquisition will be completed as proposed or at all. The proposed Acquisition is not a Non-Arm’s Length Qualifying Transaction as defined in the policies of the Exchange and the Acquisition is not subject to shareholder approval under Exchange policies.
Resulting Issuer
In connection with the Acquisition, it is anticipated that the Company will, among other things: (i) change its name to “Eastport Ventures” or any other such name that is determined by Eastport and approved by the shareholders of the Company and is acceptable to the applicable regulatory authorities, including the Exchange; (ii) reconstitute the existing directors and officers of the Company with nominees mutually agreed upon by the parties; (iii) enter into employment, consulting or other agreements with key members of the Eastport team and management; (iv) enter into such escrow or pooling agreements as required by the Exchange or as agreed by the parties; and (v) effect a consolidation (the “Consolidation“) of its outstanding common shares (“Common Shares“) on the basis of not less than three (3) pre-consolidation Common Shares for every one (1) (the “Consolidation Ratio“) post-consolidation Common Share (each, a “Post-Consolidation Common Share“).
As of the date hereof, there are 7,800,000 Common Shares issued and outstanding. Upon completion of the Consolidation (assuming the maximum Consolidation Ratio), an aggregate of 2,600,000 Post-Consolidation Common Shares are expected to be issued and outstanding. Further, all outstanding incentive stock options and warrants of the Company will automatically adjust in accordance with their terms to give effect to the Consolidation such that, following the Consolidation, the holders thereof will be entitled to acquire Post-Consolidation Common Shares (with adjustments to account for the Consolidation Ratio).
Upon completion of the Acquisition, it is proposed that the board of directors and management of the Resulting Issuer will consist of the following individuals:
David Minchin (MGeol), Chairman of the Board of Directors
David is a highly accomplished Chairman with over 20 years’ experience in exploration/mining geology and Corporate Finance. David has extensive M&A and African operational experience having worked as Director of Geology for African Minerals Exploration & DevelopmentFunds, responsible for allocating and monitoring $450m investment into exploration projects at various developmental stages and in various commodities across Africa.
David’s focus of the last six years has been in incubating, developing and launching mineral exploration and development companies in both the private and public markets. David has raised ~$100M for his internal transactions, listing companies on the ASX, AIM and LSE, with certain of his companies reaching peak valuations of ~$350M.
David’s latest company, Helix Exploration plc where he is Executive Chairman (LSE: HEX) has been one of the most successful IPOs in London of 2024. Raising in excess of $14M on IPO, the shares are trading up at more than >200% to the IPO price.
Burns Singh Tennent-Bhohi, Founder, Chief Executive Officer & Director
Mr. Tennent-Bhohi is the Founder, Chairman of the Board, and Chief Executive Officer of The Glenpani Group, a global venture capital conglomerate headquartered in the heart of the City of London, UK. The Glenpani Group is focused on the evaluation and augmentation of a number of asset classes, including distressed asset opportunities, private transactions, investment origination, and asset management. Mr. Tennent-Bhohi has restructured and recapitalised over thirty private and public companies, and has served on the board of directors of several London and Canadian quoted businesses over the last 10-years. His current directorships include Evrima plc, Globe Capital Ltd, and Advanced Hydrogen Technologies Group Ltd. He has overseen the completion of transactions with tier one mining companies including Rio Tinto. In 2020, Burns led a seed investment round in Premium Nickel Resources Corporation (TSXV: PNRL). Mr. Tennent-Bhohi earned his MA in Social Sciences (Economics) from the University of Glasgow.
Rickey G. Bonner, Founder, Chief Geologist & Director
Rickey G. Bonner has over forty years of mineral exploration experience on four continents exploring for copper, gold, uranium, and diamonds. His explorations have taken him across the world including the former Soviet Union, western and southern Africa, and the Canadian Arctic for major mining groups including BHP and Rio Tinto. As co-founder of Westport Resources Namibia, Mr. Bonner built a significant exploration company for Forsys Metals Corp., a TSX-listed company. This work included advancing their key project, the Valencia uranium deposit (now known as the Norasa deposit), from the exploration stage to a measured resource at which point the project was delivered for development consideration.
Mr. Bonner is a licenced Professional Geologist (non-practicing) with NAPEG, Canada. He has also held a number of directorships at Canadian public junior exploration companies and founded a number of exploration companies including Kalahari Key Mineral Resources, also in Botswana.
David Newman, Lead Independent Director
Mr. Newman is the former Ambassador of Botswana to the United States of America and has enjoyed a highly distinguished and decorated career within Botswana’s legal industry. From 1990 through to 2004, David Newman worked in Botswana as Managing Partner of legal firm, Collins Newman & Co., where he specialised in corporate, commercial, property and mining transactions, as well as civil litigation, arbitrations, conveyancing, and managing partnership affairs and personnel.
Since 2004, David Newman has devoted himself to public service. Between 2004 to 2015 he served as Judge of the High Court of Botswana, as well as sitting ad hoc on the Court of Appeal. In August 2015, David Newman presented his credentials to President Barack Obama, and was duly appointed as Ambassador of Botswana to the United States of America, a position which he held through to 2020.
Paul Dennison, Independent Director
Mr. Dennison is a UK citizen based in Switzerland and Singapore with 27 years of experience with three of the world’s leading investment banks, followed by 10 years with his own asset management businesses. During the course of his career, Mr. Dennison has completed in excess of $5 billion of global transactions.
Mr. Dennison has extensive experience in capital markets, emerging markets, relationship management, investment advisory, equity portfolio management, transaction origination, securities underwriting, syndication, bank supplementary capital, interest rate and cross currency swaps, various option books, foreign exchange, structured products, transaction documentation, special purpose vehicles, settlements, and financial services regulation.
With Credit Suisse First Boston, Merrill Lynch and then Deutsche Bank, Paul completed many landmark transactions around the world. He established new businesses in various locations and generated significant revenues. From 2004-2014 he established and managed two asset management companies, licensed in Singapore, Switzerland, and the USA. Since 2014, Mr. Dennison has held directorships in various junior mining companies.
Edward (Ed) Nehme, CFO
Mr. Nehme has close to 20 years of experience within public accounting firms, private enterprises, and public companies. Mr. Nehme has worked in a range of industries including big four accounting, defense manufacturing, technology, construction, and a licenced producer of cannabis.
Ed has progressed from being a financial analyst, supporting the full accounting cycle, and ERP implementations, before moving to hold various senior roles as a Controller/Director of Finance, where he has helped companies effectively manage and evaluate their performance by emphasizing business planning, internal controls, and cash management strategies. More recently Ed has played a key role in a go-public transaction and a leading role in the integration of an M&A transaction.
Marc Bamber, Director
Mr. Bamber is a global corporate financier, with over 20-years’ experience in the hedge fund, capital markets, private and institutional investments, investor communications, and marketing sectors. Mr. Bamber was a core member of the multiple award-winning RAB Special Situations Fund with approximately US$2.8 billion in assets under management (AUM). Mr. Bamber is very active in the international markets, working with a number of Toronto and London Listed companies, as well as pre-IPO private companies in senior management, director, and advisory roles.
Simon Grant-Rennick, Director
Mr. Grant-Rennick has been actively involved in the mining and metal trading industry for over 35-years. During this time Mr. Grant-Rennick has served board and management roles for both private and public (LSE, ASX, AQSE) entities globally. Mr. Grant-Rennick has extensive experience in the industrial and non-ferrous metal industry which includes Falconbridge Internationals. Mr. Grant-Rennick maintains a number of board and management roles across industries including; agriculture, property, and technology.
Mr. Grant-Rennick was recently appointed as Managing Director of Premium Nickel Resources Ltd.’s International Metals Group, a division of TSX-V listed Premium Nickel Resources Ltd. (TSXV: PNRL). The International Metals Group was formed to develop direct relations with end consumers in the base metals market, including electric vehicle manufacturers with the intent to bridge information gaps and provide the company with critical access to world markets and real-time information that will aid in decisions involving the production and sale of the nickel, copper, cobalt and platinum group elements. Mr. Grant-Rennick graduated from the Camborne School of Mines (Bsc Mining Engineering [hons], ACSM).
Financing
In connection with the Acquisition, the parties intend to complete a financing (the “Financing“) of securities of Eastport to be priced in the context of the market at a mutually agreeable price per security. The Financing shall be structured as either a common share offering, a subscription receipt offering, convertible note offering, or such other security offering as determined by Eastport and the Company based on discussions with investors and shall be for aggregate gross proceeds of not less than $3,000,000, and such higher amount as may be required pursuant to relevant Exchange policies.
The proceeds of the Financing will be used for the working capital requirements of the Resulting Issuer.
Further particulars regarding the Financing will be disclosed in subsequent news releases relating to the Acquisition. The parties acknowledge that an agent may be engaged to act as agent on a “commercially reasonable efforts” basis for the Financing and in connection therewith may be paid a commission in an amount to be determined.
Trading Halt
Trading of the Common Shares has been halted and will remain halted pending the Exchange’s receipt of satisfactory documentation and completion of the Acquisition.
Filing Statement
In connection with the Acquisition and pursuant to the requirements of the Exchange, the Company will file a filing statement or a management information circular on its issuer profile on SEDAR+ (www.sedarplus.ca), which will contain details regarding the Acquisition, Eastport, the Financing, and the Resulting Issuer.
Sponsorship of the Acquisition
Sponsorship of a “Qualifying Transaction” of a capital pool company is required by the Exchange unless exempt in accordance with Exchange policies. The Company anticipates requesting a waiver from Sponsorship requirements. However, there is no assurance that a waiver from this requirement can or will be obtained.
Qualified Person
The scientific and technical information in this release has been approved by Rickey G. Bonner, who is a qualified person under NI 43-101 as Chief Geologist and a Director of Eastport.
Cautionary Statements
Neither the Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Exchange) accepts responsibility for the adequacy or accuracy of this release.
Completion of the Acquisition is subject to a number of conditions including, but not limited to, Exchange acceptance and if applicable, disinterested shareholder approval. Where applicable, the Acquisition cannot close until the required shareholder and Exchange approval is obtained. There can be no assurance that the Acquisition 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 Acquisition, any information released or received with respect to the Acquisition may not be accurate or complete and should not be relied upon. Trading in the securities of the Company should be considered highly speculative.
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.
All information contained in this press release with respect to the Company and Eastport was supplied by the parties respectively, for inclusion herein, without independent review by the other party, and each party and its directors and officers have relied on the other party for any information concerning the other party.
This press release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful, including any of the securities in the United States of America. The securities have not been and will not be registered under the United States Securities Act of 1933 (the “1933 Act“) or any state securities laws and may not be offered or sold within the United States or to, or for account or benefit of, U.S. persons (as defined in Regulation S under the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration requirements is available.
On Behalf of the Board of Directors of Bow Lake Capital Corp.
Forward-Looking Information
This press release includes “forward-looking information” that is subject to assumptions, risks and uncertainties, many of which are beyond the control of the Company. Statements in this news release which are not purely historical are forward looking, including without limitation any statements concerning the expected results of the Acquisition, the completion of the transactions contemplated by the LOI, the anticipated timing thereof, completion of the Financing, the expected use of proceeds therefrom and the exploration and development of Matistiama, including the timing for a mineral resource estimate. Although the Company believes that any forward-looking statements in this news release are reasonable, there can be no assurance that any such forward-looking statements will prove to be accurate. The Company cautions readers that all forward-looking statements, are based on assumptions none of which can be assured and are subject to certain risks and uncertainties that could cause actual events or results to differ materially from those indicated in the forward-looking statements. Such forward-looking statements represent management’s best judgment based on information currently available. Readers are advised to rely on their own evaluation of such risks and uncertainties and should not place undue reliance on forward-looking statements.
The forward‐looking statements and information contained in this news release are made as of the date hereof and no undertaking is given to update publicly or revise any forward‐looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws or the Exchange. The forward-looking statements or information contained in this news release are expressly qualified by this cautionary statement.
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/221596
SOURCE: Bow Lake Capital Corp.
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