TORONTO, ONTARIO -- (Marketwired) -- 05/14/13 -- Go Capital I, Inc. ("Go Capital") (TSX VENTURE: GOC.P), a capital pool company as defined under Policy 2.4 of the TSX Venture Exchange (the "Exchange"), is pleased to provide this press release to update shareholders and others with respect to its proposed "qualifying transaction" with Focus Celtic Gold Corporation ("Focus Celtic") previously announced on February 19, 2013.
About Focus Celtic Gold Corporation
Focus Celtic, a private company incorporated under the federal laws of Canada, currently holds several gold and base metal exploration licenses (the "Licenses") in Northern Ireland, Republic of Ireland and Scotland. There are currently eleven shareholders of Focus Celtic. Distressed Debt Investment Corp., a private company incorporated under the federal laws of Canada, owns 35.1% of the outstanding shares of Focus Celtic, Manu Sekhri of Toronto, Canada, through European Resource Capital Inc., a private company incorporated under the federal laws of Canada, owns 26.6% of the outstanding shares of Focus Celtic, Dorian Nicol owns 11.5% of the outstanding shares of Focus Celtic, and Grant White, of Toronto, Canada, through Finao Advisory Corp., a private company incorporated under the federal laws of Canada, owns 10.5% of the outstanding shares of Focus Celtic. No other person owns or controls, directly or indirectly, more than 10% of the outstanding shares of Focus Celtic.
About the Proposed Transaction
Pursuant to the terms of the letter of intent (the "LOI") between Go Capital and Focus Celtic, the parties have agreed to enter into an option agreement for the acquisition (the "Acquisition") by Go Capital of the Licenses. Pursuant to the terms of the LOI and subject to completion of the proposed concurrent Offering (defined below), satisfactory due diligence, the execution of an option agreement and receipt of all necessary regulatory and Exchange approvals, the proposed Acquisition of the Licenses will qualify as Go Capital's "qualifying transaction" as defined by the policies of the Exchange.
In consideration for the option to earn 100% ownership of the Licenses, Go Capital will (i) issue 10,000,000 common shares in the capital of Go Capital ("Go Capital Shares") to Focus Celtic, (ii) fund the exploration and development expenditures (estimated to be approximately $200,000) of the Licenses pursuant to a defined work program as set out in a NI 43-101 technical report, and (iii) grant Focus Celtic a 1% net smelter royalty on the Licenses.
The Acquisition will result in Go Capital issuing on closing of the Acquisition 10,000,000 Go Capital Shares to Focus Celtic and up to 8,333,333 Go Capital Shares to purchasers in connection with the Offering.
The Acquisition is an arm's length transaction and therefore is not a related party transaction. As a result, no meeting of Go Capital shareholders is required as a condition to completion of the Acquisition.
In conjunction with and concurrent with the Acquisition, Go Capital expects to complete a brokered private placement (the "Offering") with Ascendant Securities Inc. (the "Agent") acting as agent, to raise gross proceeds of a minimum of $500,000 and a maximum of $1,000,000 through the issuance of units (a "Unit") at $0.12 per Unit. Each Unit shall consist of one Go Capital Share and one-half of one warrant (a "Warrant"). Each whole Warrant will entitle the holder thereof to acquire one Go Capital Share at a price of $0.15 for a period of 24 months from the closing of the Offering. The Agent will be entitled to a commission of 8% of the aggregate gross proceeds raised as well as agent's options (the "Agent's Options") equal to 8% of the aggregate number of Units purchased. Each Agent's Option will entitle the Agent to purchase one Go Capital Share at an exercise price of $0.12 per share for a period of 24 months from the closing of the Offering.
The net proceeds of the Offering will be used to fund the exploration and development expenditures (estimated to be approximately $200,000) of the Licenses pursuant to a defined work program as set out in a NI 43-101 technical report and for general working capital purposes.
Immediately prior to the completion of the Acquisition, there will be 6,000,000 Go Capital Shares outstanding. Following completion of the Acquisition and the Offering (assuming the maximum Offering is achieved), Focus Celtic will own approximately 41.10% of the Go Capital Shares, current shareholders of Go Capital will hold approximately 24.66% of the Go Capital Shares and purchasers under the Offering will hold approximately 34.25% of the Go Capital Shares. Accordingly, the Acquisition will constitute a reverse take-over of Go Capital.
The proposed management of Go Capital following the completion of the Acquisition is as follows:
Manu Sekhri - Director and Chief Executive Officer
Mr. Sekhri is the President & CEO of the Agent and has 15 years of investment banking experience in both Canada and the U.S. He is the former Head of Capital Markets at Pope & Company Limited, and former Head of Technology Media and Telecom, Investment Banking and overall European distribution, Blackmont Capital Inc. From 2000 to 2007 he gained investment banking experience at TD Securities Inc., Westwind Partners Inc., Deutsche Bank Securities and Scotia Capital Inc. Prior to joining the finance industry he worked as a professional engineer in the mining sector. Mr. Sekhri has a Bachelor of Engineering (BEng) degree from the University of Waterloo, and a Master of Business Administration (MBA) from DeGroote School of Business.
Martin Bernholtz - Director and Chief Financial Officer
Mr. Berholtz has been a chartered accountant since 1984 and has held the position of Vice President Finance at Kerbel Group Inc., an integrated real estate developer, since 1988. He has served as a director and officer of various public, private and condominium corporations over the past 20 years. He has also served on the board of directors of several junior mining companies. Mr. Bernholtz graduated from York University with a Bachelor of Business Administration degree in 1981.
Dorian Nicol - Director
Mr. Nicol has a B.Sc. in Geology from M.I.T. and has a Master's Degree in Geology from Indiana University. He is an exploration geologist with over 30 years of international experience in mineral exploration and mine development and is fluent in five languages. He is a Qualified Person pursuant to National Instrument 43-101 - Standards of Disclosure for Mineral Projects and is a Fellow of the Australasian Institute of Mining and Metallurgy, a member of the American Institute of Professional Geologists and a Fellow of the Society of Economic Geologists. Mr. Nicol is the President and Chief Executive Officer European Uranium Resources Ltd., a TSXV listed company.
Robbie Grossman - Corporate Secretary
Mr. Grossman is a Partner of Garfinkle Biderman LLP. His legal practice is focused on corporate finance, M&A and securities, representing public and private companies and securities dealers. Mr. Grossman also acts as an officer and director of several publicly traded issuers.
An additional independent director will also be identified prior to closing of the Acquisition and will be disclosed in future press releases.
Go Capital intends to apply for an exemption from the Exchange from the requirement to retain a sponsor in connection with the Acquisition on the basis of the Offering being completed as a brokered offering raising gross proceeds of at least $500,000, as contemplated. There can be no assurances that an exemption from sponsorship will be granted.
The information in this press release related to Focus Celtic, its business and the proposed officers and directors of Go Capital upon completion of the Acquisition was provided to Go Capital by Focus Celtic.
About Go Capital I, Inc.
Go Capital is a capital pool company within the meaning of the policies of the Exchange. Go Capital does not have any operations and has no assets other than cash. Go Capital's business is to identify and evaluate businesses and assets with a view to completing a Qualifying Transaction under the policies of the Exchange.
Trading of the common shares of Go Capital remains halted in connection with the dissemination of this press release, and will recommence at such time as the Exchange may determine, having regard to the completion of certain requirements pursuant to Exchange Policy 2.4.
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 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.
The information in this news release includes certain information and statements about management's view of future events, expectations, plans and prospects that constitute forward looking statements. These statements are based upon assumptions that are subject to significant risks and uncertainties. Because of these risks and uncertainties and as a result of a variety of factors, the actual results, expectations, achievements or performance may differ materially from those anticipated and indicated by these forward looking statements. Although Go Capital believes that the expectations reflected in forward looking statements are reasonable, it can give no assurances that the expectations of any forward looking statements will prove to be correct. Except as required by law, Go Capital disclaims any intention and assumes no obligation to update or revise any forward looking statements to reflect actual results, whether as a result of new information, future events, changes in assumptions, changes in factors affecting such forward looking statements or otherwise.
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.
Go Capital I, Inc.
Chief Executive Officer
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