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.
Most Popular Stories
- Boehner Lashes Out Against Ted Cruz, Far Right
- TFA Recruiting DACA Recipients
- Cheap Gas Drives Down U.S. Wholesale Prices Again
- Bitcoin or Bad Coin? Warnings Mount Against Virtual Currency
- Expanding Medicaid Creates Jobs: Study
- Producer Price Index Dropped in November
- Robert Levinson Was on CIA Mission
- Beyonce Releases New Album With No Marketing
- Hawaii Official Who Release Obama Certificate Only Victim of Plane Crash
- 'Dreamers' Hope for Permanent Immigration Status